IPO Transactions. The IPO Transactions shall have occurred (or shall be occurring simultaneously with the Closing).
IPO Transactions. The CNX Parties shall have furnished to the Representatives evidence reasonably satisfactory to the Representatives that each of the Transactions shall have occurred or will occur as of the Closing Time, including the closing of the new credit facility pursuant to the Credit Agreement, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus without material modification, change or waiver (excluding the waiver of any condition precedent to initial funding by the administrative agent and/or lenders under the Credit Agreement), except for such material modifications, changes or waivers as have been specifically identified to the Representatives and which, in the judgment of the Representatives, do not make it impracticable or inadvisable to proceed with the offering and delivery of the Units at the Closing Time on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.
IPO Transactions. The IPO Transactions shall have been consummated and Purchaser or its Affiliates shall have entered into the ancillary agreements described in the prospectus therefor, in each case in form and substance satisfactory to Purchaser.
IPO Transactions. The Lender shall have received reasonably satisfactory evidence that all conditions precedent to the IPO have been satisfied or are concurrently on the Closing Date being satisfied and that the IPO has been consummated or will concurrently be consummated on terms and conditions substantially consistent with the Form S-1. The Lender shall have received reasonably satisfactory evidence that, in connection with the IPO, (i) the Borrower has issued (or, as of the Closing Date, has assumed, pursuant to documentation reasonably acceptable to the Lender) the Subordinated Note, in the form attached to the Form S-1, and (ii) Xxxxxxxx Xxxxx UK has entered into the UK Cash Management Documents.
IPO Transactions. Notwithstanding anything to the contrary in the Loan Documents, nothing therein shall prohibit the Qualifying IPO, the IPOCo Formation Transactions, or any transactions related thereto; provided that (a) no Change of Control shall occur as a result of such transactions, (b) such transactions shall not have an adverse effect on the rights of the Secured Parties in respect of the Collateral taken as a whole, and (c) substantially contemporaneously with the consummation of a Qualifying IPO, IPOCo (if any) shall become a guarantor of the Obligations and a pledgor of its applicable assets to secure the Obligations.
IPO Transactions. A. The foregoing caption and following text are hereby added as a new Section 35 to the A&R MRA: Effective upon the consummation of the Contribution, (1) the Company shall succeed to, and be substituted for, assume all obligations of, and may exercise every right and power of, Guild Investors, LLC under the Agreement, with the same effect as the Company had been named as Guarantor in the Agreement, as evidenced by that certain Guaranty to be executed by Company, and the Release of Guaranty to be executed by Guild Investors, LLC, both effective as of the date of the Contribution, and (2) Guild Investors, LLC shall be removed as a party to, no longer be deemed bound by, cease to have any rights under, and be otherwise released from all obligations and liabilities under, the Agreement pursuant to the terms of the Release of Guaranty to be executed by Guild Investors, LLC. Buyer hereby consents to the IPO Transactions and hereby agrees that, notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 12(a)(xviii) thereto), the consummation of the IPO Transactions and any transaction related thereto shall not constitute a Default or an Event of Default. Notwithstanding the foregoing, except as expressly set forth in the Sixth Amendment to the A&R MRA, no provision of this consent to the IPO Transactions shall be deemed to waive or modify any other rights, powers, or privileges of Buyer as the Buyer under the Agreement or under any of the other Transaction Documents to matters unrelated to the IPO Transactions. Seller hereby represents and certifies that, following the IPO Transactions and upon the effectiveness of this Amendment, Seller’s representations and warranties set forth in Section 10 of the A&R MRA, as amended by this Amendment, are true and correct in all material respects. (The remainder of this page is intentionally blank; counterpart signature pages follow.) As amended hereby, the A&R MRA remains in full force and effect, and the Parties hereby ratify and confirm it. JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Authorized Officer GUILD MORTGAGE COMPANY By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx CFO Acknowledged and Agreed to: GUILD HOLDINGS COMPANY, a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CFO
IPO Transactions. The following transactions shall be consummated prior to or substantially concurrently with the Closing Date:
IPO Transactions. The other IPO Transactions, including the merger of RKB Holding L.P. with and into the Operating Partnership, with the Operating Partnership surviving, and the IPO, shall have occurred (or shall be occurring substantially simultaneously with the Closing).
IPO Transactions. Borrower shall substantially contemporaneously herewith consummate the IPO Transactions and receive gross cash proceeds therefrom in an amount not less than $350,000,000.
IPO Transactions. The following transactions shall be consummated prior to or substantially concurrently with the Borrowing under the Term Loan Facility:
