Target Acquisition. The Acima Acquisition shall have been consummated, or substantially simultaneously with the initial funding of the Loans hereunder shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision waived or any consent given thereunder, in each case, in any respect that would be materially adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned; provided that (i) any decrease in the purchase price shall not be deemed to be materially adverse to the Lenders or the Arrangers so long as such reduction of the purchase price is allocated to a reduction in the amounts to be funded under the Unsecured Notes until zero and then allocated to a reduction in the amounts to be funded under the Initial Term Loans and does not exceed 15% of the purchase price, (ii) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is funded by equity or internally generated cash of the Borrower and (iii) any amendment, waiver or consent with respect to Section 3.8(b) of the Acquisition Agreement or any defined terms as used therein shall be deemed to be materially adverse to the Lenders and the Arrangers.
Target Acquisition. (a) As of the Closing Date, (a) the release of the Scheme Press Announcement (if the Target Acquisition is consummated by way of a Scheme), and the posting of the Scheme Circular (if the Target Acquisition is consummated by way of a Scheme) or the Takeover Offer Document (if the Target Acquisition is consummated by way of a Takeover Offer), as applicable, has been duly authorized or ratified by the Borrower and Bidco (as applicable) and (b) each of the obligations of the Borrower and Bidco under the Takeover Offer Document or Scheme Circular (as applicable) constitutes the legal, valid and binding obligation of the Borrower and Bidco (as applicable), except as enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.
(b) As of the Closing Date, (A) if the Target Acquisition is consummated by way of a Scheme, (i) to the best of the knowledge and belief of the directors of the Borrower and/or Bidco (having taken all reasonable care to ensure that such is the case) the information contained in the Scheme Documents for which the directors of the Borrower and/or Bidco take responsibility under the Irish Takeover Code is in accordance with the facts and, where appropriate, does not omit anything likely to affect the import of such information, and (ii) the Scheme Documents, taken as a whole, contain all the material terms of the Scheme and (B) if the Target Acquisition is consummated by way of a Takeover Offer, (i) to the best of the knowledge and belief of the directors of the Borrower and/or Bidco (having taken all reasonable care to ensure that such is the case) the information contained in the Offer Documents for which the directors of the Borrower and/or Bidco take responsibility under the Irish Takeover Code is in accordance with the facts and, where appropriate, does not omit anything likely to affect the import of such information, and (ii) the Offer Documents taken as a whole, contain all the material terms of the Takeover Offer.
Target Acquisition. In connection with the initial Borrowing hereunder, the following conditions relating to the Target Acquisition shall be satisfied:
(i) The Borrower, acting through its Wholly-Owned Subsidiary, the Purchaser, shall have completed the Target Acquisition as contemplated by, and in accordance with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition Documents, copies of which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, and there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations of the Purchaser under the Target Purchase Agreement.
(ii) Each of the Lenders shall be satisfied, in its sole discretion, with (x) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the businesses and assets to be acquired, and the liabilities to be assumed, in the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation of the acquired businesses, and (y) the terms of such definitive documentation.
(iii) The Target Acquisition shall be consummated in compliance with all material legal requirements. Without limiting the generality of the foregoing, (1) all filings under the HSR Act (as defined in the Target Purchase Agreement) shall have been made and any required waiting period under the HSR Act (including any extensions thereof obtained by request or other action of any governmental authority) applicable to the Target Acquisition shall have expired or been earlier terminated transactions; and (2) the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale of the Purchased Assets to the Purchaser and the assignment of the Assigned Leases and Assumed Contracts to Purchaser, in accordance with (and as such terms are defined in) the Target Purchase Agreement, and pursuant to, among others, sections 105, 363, 365 and 1146(c) of the Bankruptcy Code, and such order shall be satisfactory in form and substance to each of the Lenders.
(iv) There shall have been no material changes in the terms of the Target Acquisiti...
Target Acquisition. The Target Acquisition shall have been consummated in a manner consistent with the Press Release, as amended after the Effective Date (so long as such amendment, unless consented in writing by the Lenders and Lead Arrangers, is not materially adverse to the Lenders and Lead Arrangers taken as whole);
Target Acquisition. The Administrative Agent shall be reasonably satisfied with (i) the terms and conditions of the Target Acquisition and (ii) the Target Acquisition Documents.
Target Acquisition. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Target Acquisition Documents, including all schedules and exhibits thereto. As of the date of this Agreement, the Target Acquisition Documents contain all of the material terms and conditions of the Target Acquisition.
Target Acquisition. The Credit Parties shall not consummate any Acquisition of the Equity Interests of the Target other than the Target Acquisition. The Credit Parties agree that the Target Purchase Agreement will not be materially amended after the Third Amendment Effective Date unless such amendments are reasonably approved by Requisite Lenders and the Requisite Tranche B Lenders. On the date of the consummation of the Target Acquisition, the Borrower shall deliver an opinion of Credit Parties’ counsel dated as of the date of such date covering the matters with respect to the Target and the Target Property as Administrative Agent and Lenders may reasonably request. No later than ten (10) Business Days after the consummation of the Target Acquisition, the Target shall deliver to the Administrative Agent insurance certificates naming Administrative Agent as additional insured, or loss payee, as applicable, and evidencing insurance which meets the requirements of the Credit Agreement, including without limitation, Section 5.2 thereof, and the Security Instruments, and which is otherwise satisfactory to the Requisite Lenders and the Requisite Tranche B Lenders.
Target Acquisition. Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Target Acquisition shall have been consummated in accordance with the terms of the Merger Agreement and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Parent nor any affiliate thereof shall have consented to any action which would require the consent of the Parent or such affiliate under the Merger Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent that (a) decreases the purchase price in respect of the Target Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Merger Agreement shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any increase in the purchase price in respect of the Target Acquisition shall not be deemed to be adverse to the interests of the Lenders in any material respect, so long as such increase is funded solely by the issuance of the Parent of common equity, or (c) modifies the so-called “Xerox” provisions of the Merger Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and third party beneficiary status for the benefit of the Arrangers, the Lenders and their respective affiliates shall be deemed to be adverse to the interests of the Lenders in a material respect).
Target Acquisition. All conditions to the consummation of the Target Acquisition shall have been satisfied, except for the funding of the purchase price, in accordance with the Target Acquisition Agreement in form and substance satisfactory to the Administrative Agent, including the provision that management of the Target will exchange at least $13,000,000 of the proceeds received from the Target Acquisition for equity in the Borrower and no provision of the Target Acquisition Agreement which is materially adverse to the Lenders shall have been waived, amended or supplemented without the consent of the Required Lenders. The Administrative Agent shall have received a fully executed copy of each of the Target Acquisition Documents, which shall be certified by a Responsible Officer of the Borrower as being true, correct and complete. In connection with the extension of credit hereunder, to the extent permitted by Law or by the terms of such license, lease or contract all such licenses, leases and contract shall be duly assigned to Administrative Agent as collateral security. All of the transaction fees incurred by the Borrower in connection with the Target Acquisition (including without limitation, fees associated with the negotiation and execution of this Agreement and the issuance of the Convertible Notes but exclusive of legal fees) shall not exceed $20,000,000.
Target Acquisition. The Company shall at the Investor’s request keep the Investor updated regarding the status of the Target Acquisition, including progress toward the satisfaction of the closing conditions set forth in the Target Merger Agreement. The Company shall furnish to the Investor information regarding the Target Acquisition as is reasonably requested by the Investor from time to time, subject to any limitations under the Target Merger Agreement. The Company shall not amend or otherwise modify, waive any term or condition of, or excuse performance under the Target Merger Agreement, in each case, in a manner that is materially adverse to the Investor without the prior written consent of the Investor.
