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.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Boise Inc.)