Material Acquisitions. Make a Material Acquisition unless (i) immediately before and immediately after giving pro forma effect to such Material Acquisition, no Default or Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such Material Acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenants set forth in 6.1, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a) or (b) as though such Material Acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail.
Material Acquisitions. Borrower shall not acquire substantially all of the business or assets or more than 50% of the outstanding stock or voting power of any other entity or entities requiring a cash expenditure of more than $20,000,000 in the aggregate and providing that such acquisition shall not cause any condition or event which constitutes a Default (as defined in the Loan Documents executed by the Borrower) or any event which, upon the giving of notice or lapse of time or both, may become a Default.
Material Acquisitions. CONSOL Energy, Inc. ("CEI") shall not, and shall not permit any of its subsidiaries other than in conjunction with the sale of capital stock of CEI held directly or indirectly by DuPont to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would (A) impose any material delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting period, (B) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) increase the risk of not being able to remove any such order on appeal or otherwise.
Material Acquisitions. For the period commencing on the Second Amendment Effective Date through the Temporary Covenant Termination Date, the Obligors will not, and will not permit any Subsidiary to consummate a Material Acquisition.
Material Acquisitions. Parent shall not, and shall not permit any of its subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise.
Material Acquisitions. Make or incur any obligation to make a Material Acquisition without the prior written consent of the Required Lenders.
Material Acquisitions. Entering into any commitment for, or consummating any acquisition, whether by merger, stock purchase, asset purchase, consolidation or like business combination, of the securities, assets or business divisions of any Person or entity, in exchange for consideration (whether cash and/or securities) having a value in excess of $5,000,000;
Material Acquisitions. The Data Room contains copies of all acquisition agreements relating to all Material Acquisitions made by the Target Companies in the past 24 months.
Material Acquisitions. Prior to the consummation of a Material Acquisition but after approval of the Required Lenders is received pursuant to clause (e) of the definition of Permitted Acquisition with respect to Adjusted Consolidated EBITDA, the Borrower may, by delivery of a Borrowing Base Multiple Increase Notice to the Administrative Agent and the Lenders, increase the then effective Borrowing Base as described in the proviso to the definition of Borrowing Base effective on the date of the consummation of such Material Acquisition, but only if such Material Acquisition is actually consummated. The increased Borrowing Base will be effective during the Borrowing Base Multiple Increase Period relating to the applicable Material Acquisition. If, during any Borrowing Base Multiple Increase Period, the Borrower consummates another Material Acquisition, then upon compliance with the procedure described in the first sentence of this subsection (c), the Borrowing Base Multiple Increase Period shall become such period relating to such additional Material Acquisition. The amount of the Borrowing Base shall, on the last day of the then-applicable Borrowing Base Multiple Increase Period, automatically revert to the amount thereof as calculated based on the multiple described in clause (a) of the definition of Borrowing Base.
Material Acquisitions. All of the material transactions of WPD have been promptly and properly recorded or filed in, or with, the books or records of WPD, as applicable, and the minute books of WPD contain all records of the meetings and proceedings of shareholders and directors of WPD since its incorporation.
