Common use of Consummation of the Closing Date Acquisition Clause in Contracts

Consummation of the Closing Date Acquisition. On the Closing Date, immediately prior to the Borrowing of the initial Term Loans, the initial Loans (if any) and the “rollover” of all Existing Letters of Credit, into this Facility, the Closing Date Acquisition shall have been consummated pursuant to the Merger Agreement (without giving effect to any amendment or modification thereof or waiver with respect thereto, in each case, in a manner materially adverse to the Lenders (in their capacities as such) without the prior written consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned (it being agreed by the Joint Lead Arrangers that, with respect to any consent to any amendment, modification or waiver of the Merger Agreement, its consent shall be deemed to have been given if the Joint Lead Arrangers do not object in writing to a written request for such consent within one Business Day after such request for consent is delivered to the Joint Lead Arrangers in writing)); provided that (a) any reduction not in excess of 15% of the aggregate purchase price shall be deemed not to be materially adverse to the Lenders if such reduction is applied to reduce the Equity Contribution and the amount of funded debt on the Closing Date under this Agreement, the Term Credit Agreement and the Second Lien Credit Agreement on a pro rata basis and (b) any amendment or waiver of the definition of Material Adverse Effect or the conditions precedent in the Merger Agreement shall require the consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)).

Consummation of the Closing Date Acquisition. On the Original Closing Date, immediately prior to the Borrowing of the initial Term Loans, the initial Loans (if any) and the “rollover” of all Existing Letters of Credit, into this Facility, the Closing Date Acquisition shall have been consummated pursuant to the Merger Agreement (without giving effect to any amendment or modification thereof or waiver with respect thereto, in each case, in a manner materially adverse to the Lenders (in their capacities as such) without the prior written consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned (it being agreed by the Joint Lead Arrangers that, with respect to any consent to any amendment, modification or waiver of the Merger Agreement, its consent shall be deemed to have been given if the Joint Lead Arrangers do not object in writing to a written request for such consent within one Business Day after such request for consent is delivered to the Joint Lead Arrangers in writing)); provided that (a) any reduction not in excess of 15% of the aggregate purchase price shall be deemed not to be materially adverse to the Lenders if such reduction is applied to reduce the Equity Contribution and the amount of funded debt on the Original Closing Date under this Agreement, the Term Credit Agreement and the Second Lien Credit Agreement on a pro rata basis and (b) any amendment or waiver of the definition of Material Adverse Effect or the conditions precedent in the Merger Agreement shall require the consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)).

Consummation of the Closing Date Acquisition. On the Original Closing Date, immediately prior to the Borrowing of the initial Term LoansLoans (as defined in the Original Term Credit Agreement), the initial Loans (if any) and the “rollover” of all Existing Letters of Credit, into this Facility, the Closing Date Acquisition shall have been consummated pursuant to the Merger Agreement (without giving effect to any amendment or modification thereof or waiver with respect thereto, in each case, in a manner materially adverse to the Lenders (in their capacities as such) without the prior written consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned (it being agreed by the Joint Lead Arrangers that, with respect to any consent to any amendment, modification or waiver of the Merger Agreement, its consent shall be deemed to have been given if the Joint Lead Arrangers do not object in writing to a written request for such consent within one Business Day after such request for consent is delivered to the Joint Lead Arrangers in writing)); provided that (a) any reduction not in excess of 15% of the aggregate purchase price shall be deemed not to be materially adverse to the Lenders if such reduction is applied to reduce the Equity Contribution and the amount of funded debt on the Original Closing Date under this Agreement, the Original Term Credit Agreement and the Original Second Lien Credit Agreement on a pro rata basis and (b) any amendment or waiver of the definition of Material Adverse Effect or the conditions precedent in the Merger Agreement shall require the consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)).