Common use of Consummation of the Acquisition Clause in Contracts

Consummation of the Acquisition. The Colomer Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the Closing Date substantially in accordance with the Acquisition Agreement and all exhibits thereto (without giving effect to any amendment, modification or waiver thereof or any consent thereunder (including any change in the purchase price) in a manner that is materially adverse to the interests of the Lenders in their capacities as such without the prior consent of the Arrangers, which consent shall not be unreasonably withheld or delayed). For purposes of the foregoing condition, any reduction in the purchase price (other than pursuant to any purchase price or similar adjustment provision set forth in the Acquisition Agreement) in connection with the Acquisition Agreement shall not be deemed materially adverse to the interests of the Lenders if such reduction is less than 15% of the sum of the original purchase price plus any repayment or acquisition of debt set forth in the Acquisition Agreement. For the avoidance of doubt, (x) the exercise of any right of extension under Section 3.1 of the Acquisition Agreement as in effect on the Effective Date shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination Date and (y) any extension of or delay in the date of the “Closing” (as defined in the Acquisition Agreement as in effect on the Effective Date) shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination Date.

Consummation of the Acquisition. The Colomer Acquisition shall have been consummated or shall be consummated substantially simultaneously with or immediately following the Closing Date substantially initial Credit Extension hereunder in accordance with the terms of the Acquisition Agreement (and all exhibits thereto (without giving effect to any amendmentno provision of the Acquisition Agreement shall have been waived, modification amended, supplemented, or waiver thereof or any consent thereunder otherwise modified (including any change in the purchase priceconsents thereunder) in a manner materially adverse to the Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed, or conditioned)) (it being understood that is (i) any increase in the consideration for the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders in their capacities so long as such without the prior consent of the Arrangers, which consent shall not be unreasonably withheld or delayed). For purposes of the foregoing condition, any reduction increase in the purchase price consideration (other than x) is pursuant to any purchase price or similar adjustment provision provisions set forth in the Acquisition AgreementAgreement as of the date hereof or (y) is not funded with additional indebtedness, (ii) any reduction in connection with the purchase price consideration of 25% or less shall be deemed not to be adverse to the Lenders so long as such reduction (x) is pursuant to any purchase price or similar adjustment provisions set forth in the Acquisition Agreement as of the date hereof, (y) is allocated solely to reduce the Term Loan Commitments with (a) 75% of such reduction further allocated to reduce the Tranche A-1 Term Commitments and (b) 25% of such reduction further allocated to reduce the Tranche A-2 Term Commitments, (iii) any consent, waiver, amendment, supplement, or other modification in respect of the third party beneficiary rights applicable to the Administrative Agent, Financing Sources (as defined in the Acquisition Agreement) or the Lenders or in the governing law without the prior written consent of the Required Lenders shall not be deemed to be materially adverse to the interests of the Lenders if such reduction is less than 15% Lenders, and (iv) any consent, waiver, amendment, supplement, or other modification to the definition of “Material Adverse Effect” without the prior written consent of the sum of the original purchase price plus any repayment or acquisition of debt set forth in the Acquisition Agreement. For the avoidance of doubt, (x) the exercise of any right of extension under Section 3.1 of the Acquisition Agreement as in effect on the Effective Date Required Lenders shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond materially adverse to the Termination Date and (y) any extension of or delay in the date interests of the “Closing” (as defined in the Acquisition Agreement as in effect on the Effective Date) shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination DateLenders.

Consummation of the Acquisition. The Colomer Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the Acquisition Term Loan Closing Date substantially in accordance with the Acquisition Agreement and all exhibits thereto (without giving effect to any amendment, modification or waiver thereof or any consent thereunder (including any change in the purchase price) in a manner that is materially adverse to the interests of the Acquisition Lenders in their capacities as such without the prior consent of the Acquisition Term Loan Arrangers, which consent shall not be unreasonably withheld or delayed). For purposes of the foregoing condition, any reduction in the purchase price (other than pursuant to any purchase price or similar adjustment provision set forth in the Acquisition Agreement) in connection with the Acquisition Agreement shall not be deemed materially adverse to the interests of the Acquisition Lenders if such reduction is less than 15% of the sum of the original purchase price plus any repayment or acquisition of debt set forth in the Acquisition Agreement. For the avoidance of doubt, (x) the exercise of any right of extension under Section 3.1 of the Acquisition Agreement as in effect on the Effective Date August 3, 2013 shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c11(c) so long as such extension does not extend beyond the Termination Date and (y) any extension of or delay in the date of the “Closing” (as defined in the Acquisition Agreement as in effect on the Effective DateAugust 3, 2013) shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c11(b) so long as such extension does not extend beyond the Termination Date.