Effective Date Acquisition Sample Clauses

Effective Date Acquisition. The Effective Date Acquisition shall be consummated substantially concurrently with the initial borrowing hereunder, in all material respects in accordance with the terms of the Effective Date Acquisition Agreement. No provision of the Effective Date Acquisition Agreement (in the form last disclosed to the Initial Term Loan Lenders) shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the Initial Term Loan Lenders without the consent of the Initial Term Loan Lenders.

Effective Date Acquisition. The Effective Date Acquisition shall be consummated substantially concurrently with the initial borrowing hereunder, in all material respects in accordance with the terms of the Effective Date Acquisition Agreement. No provision of the Effective Date Acquisition Agreement (in the form last disclosed to the Initial Term Loan Lenders) shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the Initial Term Loan Lenders without the consent of the Initial Term Loan Lenders. (i) Without limiting the generality of the provisions of Article X, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender as of the Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Effective Date specifying its objection thereto.

Effective Date Acquisition. The Effective Date Acquisition shall have been consummated, or substantially simultaneously on the Effective Date, shall be consummated, in all material respects in accordance with the terms and conditions of the Effective Date Acquisition Agreement and the Effective Date Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, nor any consent granted, in each case, by the Borrower or any of its Affiliates, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such), without the prior written consent of the Administrative Agent and each Lender (such consent not to be unreasonably withheld, delayed or conditioned).

Effective Date Acquisition. (i) the Effective Date Acquisition Agreement shall be in form and substance reasonably satisfactory to the Arranger (it being understood that the execution version of the Effective Date Acquisition Agreement dated as of April 26, 2022 and most recently provided to the Arranger prior to April 26, 2022 is acceptable); (ii) the Effective Date Acquisition shall be consummated in all material respects in accordance with the terms of the Effective Date Acquisition Agreement substantially concurrently with effectiveness of this Agreement and the initial funding of the applicable Loans hereunder, without giving effect to any amendments, consents, waivers or other modifications thereto that are materially adverse to the Lenders or the Arranger without the prior written consent of the Arranger (it being understood that (A) any change in the cash consideration payable or the price set forth in the Effective Date Acquisition Agreement on the date of execution and delivery thereof by the parties thereto (other than any price decrease of 10% or less), (B) any material change to the structure of the Effective Date Acquisition and (C) any change in the definition of “Material Adverse Effect” or the lender protective provisions set forth in the Effective Date Acquisition Agreement as in effect on the date of execution and delivery thereof by the parties thereto, in each case, will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arranger); (iii) since April 26, 2022, there shall not have been an Effective Date Material Adverse Change; (iv) (A) the Specified Representations shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or material adverse effect) and (B) the Effective Date Acquisition Agreement Representations shall be true and correct to the extent required by the definition thereof, in each case, as of the Effective Date and after giving Pro Forma Effect to the Transactions to occur on the Effective Date (except to the extent any such representation expressly relates to an earlier date, in which case such representation shall be true and correct to such extent as of such earlier date); (v) there shall be no injunction, temporary restraining order, or other legal action in effect which would prohibit the closing of the Effective Date Acquisition or the closing of this Agreement and funding of the initial Loans h...

Effective Date Acquisition. If the Effective Date Acquisition is not consummated by February 15, 2018, the Borrowers shall immediately prepay the U.S. Term Loan and the Multicurrency Term Loan in full. (v)

Effective Date Acquisition. Receipt by the Administrative Agent of fully executed copies of all of the Effective Date Acquisition Documents, certified as true and correct by the Parent Borrower.