Consummation of Transactions Contemplated by Related Agreements. The Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith. Each Related Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent and no provision thereof shall have been modified or waived in any respect determined by the Administrative Agent to be material, in each case without the consent of the Administrative Agent.
Consummation of Transactions Contemplated by Related Agreements. (1) All conditions (other than those which the failure to satisfy would not have an adverse effect on the Lenders) to the Acquisition set forth in the Acquisition Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent and Syndication Agent, (2) the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement and (3) the Acquisition shall have been approved by the shareholders of Parent in accordance with its certificate of incorporation and the shareholders of Parent shall not have exercised conversion rights with respect to more than 40% of the shares issued in Parent’s initial public offering.
(ii) Administrative Agent and Syndication Agent shall each have received a fully executed or conformed copy of the Acquisition Agreement (including the schedules and exhibits thereto) and any material documents executed in connection therewith. Each Related Agreement shall be in full force and effect, and no provision thereof shall have been modified or waived in any respect determined by Administrative Agent or Syndication Agent to be adverse to the Lenders, in each case without the consent of Administrative Agent and Syndication Agent.
Consummation of Transactions Contemplated by Related Agreements. (i) Substantially contemporaneously with or prior to the Closing Date (1) except as provided in Section 3.1(h), all conditions to the transactions contemplated by the Related Agreements set forth in the Related Agreements shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent and the Arrangers, (2) the transactions contemplated by the Related Agreements shall have become effective in accordance with the terms of the Related Agreements and (3) Borrower shall have received no less than $120,000,000 in gross proceeds from the Second Lien Term Loans.
(ii) Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith, each of which shall be in full force and effect.
Consummation of Transactions Contemplated by Related Agreements. (1) The Lenders shall be reasonably satisfied with the Phase 1 Acquisition Agreements, and the Phase 1 Acquisition Agreements shall not be altered, amended or otherwise changed or supplemented or any condition therein waived in any respect materially adverse to the Lenders without the prior written consent of Requisite Lenders and (2) the Phase 1 Acquisitions shall have been consummated in accordance with the terms thereof in all material respects and in compliance with applicable law and regulatory approvals.
(ii) The Lenders shall be satisfied that Holdings shall have received at least $1,000,000 from MSP management in equity financing and at least $1,000,000 from MHS management in equity financing, and the terms of such equity financing shall be reasonably satisfactory to the Lead Arranger.
(iii) The Lenders shall be satisfied that the Senior Subordinated Notes in aggregate amount not to exceed $55,000,000 shall concurrently be purchased, on material terms reasonably satisfactory to the Lead Arranger.
Consummation of Transactions Contemplated by Related Agreements. (1) All conditions to the issuance and sale of the Senior Subordinated Notes shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent, (2) the terms of the Senior Subordinated Note Documents shall be reasonably satisfactory in all respects to Administrative Agent and its counsel, and (3) Company shall have issued $320,000,000 in aggregate face value of the Senior Subordinated Notes.
(1) The structure utilized to consummate the Acquisition, the terms thereof, the costs and expenses incurred in connection therewith, the pro forma capitalization of the Company after giving effect to the Acquisition and the definitive documentation relating thereto shall be in form and substance reasonably satisfactory to Administrative Agent, (2) the Purchase Agreement shall be in full force and effect on the Closing Date, (3) the Acquisition shall have been consummated pursuant to the Purchase Agreement, and (4) all conditions precedent to the consummation of the Acquisition shall have been satisfied or, with the prior approval of Administrative Agent, waived.
(iii) There shall not exist (pro forma for the Acquisition and the financing thereof) any default or event of default under any of the Credit Documents, or under any other material Indebtedness of the Company or its Subsidiaries.
(iv) Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith.
Consummation of Transactions Contemplated by Related Agreements. The Sealy Acquisition shall have been or shall substantially concurrently with such initial Credit Extension on the Closing Date be, consummated in accordance with the terms of the Acquisition Agreement.
Consummation of Transactions Contemplated by Related Agreements. The Acquisition shall have been consummated (or shall, substantially concurrently with such Credit Extension be consummated) in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, consents, amendments or waivers thereto that are materially adverse to the Lenders and the Lead Arrangers, unless consented to by each of the Lead Arrangers.
Consummation of Transactions Contemplated by Related Agreements. (i) On the Closing Date (1) all conditions to the Acquisition set forth in Acquisition documents shall have been satisfied or the fulfillment of any such conditions shall have been waived, (2) the Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement and (3) the aggregate cash consideration paid in connection with the Acquisition shall not exceed $204,000,000.
(ii) Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith, together with copies of each of the opinions of counsel delivered to the parties under the Related Agreements, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s established internal policies) authorizing Lenders to rely upon such opinion to the same extent as though it were addressed to Lenders. Each Related Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Requisite Lenders and no provision thereof shall have been modified or waived in any respect determined by Requisite Lenders to be material, in each case without the consent of Requisite Lenders.
Consummation of Transactions Contemplated by Related Agreements. (1) All conditions precedent to the consummation of the Acquisition as set forth in the Merger Agreement shall have been satisfied or waived (waivers by the Borrower shall require the prior consent of the Administrative Agent if the Administrative Agent reasonably determines such waiver by the Borrower is materially adverse to the Lenders) and (2) the Acquisition shall have become effective in accordance with the terms of the Merger Agreement.
(ii) Administrative Agent shall have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith, together with copies of each of the opinions of counsel delivered to the parties under the Related Agreements, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s established internal policies) authorizing Lenders to rely upon such opinion to the same extent as though it were addressed to Lenders.
Consummation of Transactions Contemplated by Related Agreements. (i) All conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Agreement shall have been satisfied or waived (with the prior consent of the Administrative Agent and Syndication Agent if the Administrative Agent and Syndication Agent reasonably determine such waiver is materially adverse to the Lenders) and (ii) the Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement.
