Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, will be, in the aggregate, sufficient to (i) make the payment of all amounts payable pursuant to Article II in connection with or as a result of the Merger and (ii) along with the cash on hand at the Company at Closing, pay all fees and expenses required to be paid at the Closing by the Company, Parent or Merger Sub in connection with the Merger and the Equity Financing.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, will be, in the aggregate, sufficient to pay the Purchase Price on the terms and subject to the conditions contemplated in this Agreement. The Company acknowledges (x) the separate corporate existence of the Purchaser and (y) that the sole asset of the Purchaser is cash in a de minimis amount and its rights under this Agreement and the Equity Commitment Letter, in each case in accordance with, and subject to, the terms and conditions set forth herein and therein and that no additional funds will be contributed to the Purchaser unless and until the Closing occurs pursuant to the terms and conditions of this Agreement.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, will be, in the aggregate, sufficient to (i) make all payments contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable pursuant to Article II in connection with or as a result of the Merger); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal of and interest on, and all other indebtedness outstanding pursuant to, the Credit Agreement, the SVB Line of Credit and the Notes Indenture; and (iii) pay all fees and expenses required to be paid at the Closing by the Company, Parent or Merger Sub in connection with the Merger and the Equity Financing.
Sufficiency of Equity Financing. The Equity Financing, together with any cash on hand at the Company, is sufficient to satisfy all of the payment obligations of Parent and Merger Sub under this Agreement at the Closing, including (i) purchasing the shares tendered in the Offer at the Offer Price and paying the Merger Consideration, (ii) procuring officers’ and directors’ liability insurance pursuant to Section 6.09 and (iii) paying all related fees and expenses of the Company and the Surviving Corporation required to be paid in connection with the consummation of the transactions contemplated by this Agreement at the Closing.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, together with available cash of the Company Group at Closing, will be, in the aggregate, sufficient to (i) make the payment of all amounts payable pursuant to Article II in connection with or as a result of the Merger (including the aggregate amount of PSU Cash Payments payable to holders of Company PSUs pursuant to and at the times required by Section 2.8), (ii) repay, prepay or discharge (after giving effect to the Merger) the principal of and interest on all outstanding Indebtedness of the Company required to be repaid at the Effective Time, and (iii) pay all fees and expenses required to be paid at the Closing by Parent or Merger Sub in connection with the Merger and the Equity Financing.
Sufficiency of Equity Financing. The aggregate amounts committed pursuant to the Equity Commitment Letter, along with the cash on hand at the Company at Closing, are sufficient to (i) make all payments contemplated by this Agreement in connection with the Transactions (including (A) the aggregate Offer Acceptance Consideration payable at or promptly after the Offer Acceptance Time pursuant to Section 2.2(a)(iii); (B) the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.10; (C) the aggregate consideration to which the holders of Vested Stock-Based Award become entitled pursuant to Section 2.11(a); and (D) the aggregate Option Consideration payable pursuant to Section 2.11(b)); (ii) repay, prepay or discharge (after giving effect to Transactions) the principal of and interest on, and all other indebtedness outstanding pursuant to the Credit Agreement; and (iii) pay all fees and expenses required to be paid at the Closing by the Company, Parent, Merger Sub or any of their respective Affiliates (to the extent required to be paid on the Closing Date under this Agreement or the Equity Commitment Letter) in connection with the Transactions.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, will be, in the aggregate, sufficient to pay (i) the aggregate consideration to be paid to the Company’s shareholders in connection with the Merger pursuant to Article II, (ii) all payments in respect of Company RSAs, Company RSU Awards and Company PSU Awards pursuant to Article II, (iii) the amounts required to pay off all amounts outstanding under the Company’s ABL facility as of immediately prior to the Effective Time, (iv) all other payment obligations of the Buyer Parties pursuant to this Agreement required to be paid on the Closing Date, and (v) all fees and expenses required to be paid at the Closing by the Company pursuant to this Agreement in connection with the Merger and the Equity Financing.
Sufficiency of Equity Financing. The Equity Financing, when funded in accordance with the Equity Commitment Letter, will be, in the aggregate, sufficient to (i) make the payment of all amounts payable by the Purchaser pursuant to Article I in connection with or as a result of the transactions contemplated by this Agreement and (ii) taking into account any Education Entities Pre-Closing Cash, pay all fees and expenses required to be paid at the Closing by the Purchaser in connection with the transactions contemplated by this Agreement and the Equity Financing.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, along with the Company Group’s Cash on Hand at Closing, will be, in the aggregate, sufficient to (i) make the payment of all amounts payable on the Closing Date pursuant to Article II in connection with consummation of the Merger (which does not include, for the avoidance of doubt, any payments with respect to any Rollover Shares); (ii) pay the aggregate amounts payable pursuant to the Payoff Letters on the Closing Date; and (iii) pay all fees and expenses required to be paid at the Closing by the Company in connection with the Merger and the Equity Financing. No Buyer Party’s obligation (or those of any of its Affiliates) to consummate the Merger or any of the other transactions contemplated by this Agreement are in any way conditioned upon any Buyer Party’s obtaining (or any of Buyer Party’s Affiliates obtaining) of any financing.
Sufficiency of Equity Financing. The net proceeds of the Equity Financing, when funded in accordance with the Equity Commitment Letter, together with funds (including funds on hand) otherwise available to Parent at the Closing, will be, in the aggregate, sufficient to, when combined with Cash on Hand, (i) make all payments contemplated by this Agreement in connection with the Offer and the Merger (including the payment of all amounts payable pursuant to Article II and Article III in connection with or as a result of the Offer and the Merger); (ii) repay, prepay or discharge (after giving effect to the Offer and the Merger) the principal of and interest on, and all other indebtedness outstanding pursuant to the Credit Agreement; and (iii) pay all fees and expenses required to be paid at the Closing by the Company, Parent or Merger Sub in connection with the Offer, the Merger and the Equity Financing.
