Target Acquisition Documents. (a) In the case of an Offer, the Offer Press Release and the Offer Documents contain all material terms of the Offer (taken as a whole) as at the date on which they were published.
(b) In the case of a Scheme, the Scheme Press Release and the Scheme Documents contain all the material terms of the Scheme (taken as a whole) as at the date on which they were published.
Target Acquisition Documents. The Administrative Agent and the Lenders shall have been furnished complete copies of each Target Acquisition Document to the extent executed and delivered on or prior to the Effective Date or the Closing Date, as applicable. In the case of a Scheme, the Scheme Press Release contains all the material terms of the Scheme and the Scheme Circular reflects the Scheme Press Release in all material respects; and in the case of an Offer, the Offer Documents (taken as a whole) contain all material terms of the Offer and reflect the Offer Press Release in all material respects.
Target Acquisition Documents. In the case of a Scheme, the Scheme Documents contain all the material terms of the Scheme; and in the case of an Offer, the Offer Documents contain all material terms of the Offer.
Target Acquisition Documents. Copies of the Target Acquisition Documents, and of all other documents and materials filed or released publicly by the Borrower in connection with the Target Acquisition, certified as true, correct and complete copies thereof as of the Effective Date by the President, a Vice President or a Financial Officer of the Borrower;
Target Acquisition Documents. (i) The Borrower will not amend or otherwise modify the Target Acquisition Agreement in any manner that is materially adverse to the interests of the Lenders without the consent of the Administrative Agent.
(ii) The Borrower shall promptly upon written request from the Administrative Agent supply to the Administrative Agent a copy of any amendment or modification referred to in the immediately preceding clause (f)(i).
Target Acquisition Documents. The Term B Loan Borrower has delivered (or caused to be delivered) to the Lenders, prior the Closing a true, complete and correct copy of each Target Acquisition Document (including schedules and exhibits thereto). Each of the Term B Loan Borrower, Target and the 21C Entities party to the Target Acquisition Documents have each fully complied with all of their obligations under the Target Acquisition Documents in connection with the consummation of the Closing Date Acquisition. None of the Term B Loan Borrower, Target and the other Covenant Parties is now, or could in the future become, liable for any Deferred Target Seller Payment. Without limiting the generality of the foregoing, a 21C Entity has issued to the Target Sellers the promissory note(s) contemplated by Section 1.2(c)(ii) of the Target Acquisition Agreement, and no Covenant Party is now or could in the future become liable for such promissory note(s).
Target Acquisition Documents. (a) Parent has delivered to the Lenders complete and correct copies of the Target Acquisition Documents, including all schedules and exhibits thereto. None of Parent, New Colt or Acquisition Sub is in default in the performance or compliance with any provisions thereof, the performance or compliance of which is material to the interests of the Lenders.
(b) As of the Closing Date, the Target Acquisition has been consummated in all material respects, in accordance with all applicable laws. As of the Closing Date, all requisite approvals by Governmental Authorities having jurisdiction over Parent, New Colt, Acquisition Sub and the stockholder representatives party to the Target Acquisition Documents, with respect to the Target Acquisition, have been obtained, except for any approval the failure to obtain could not reasonably be expected to be material to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Target Acquisition Documents, Parent will have good title to the Equity Interests of New Colt acquired pursuant to the Target Acquisition Agreement, free and clear of all Liens other than Permitted Liens.
Target Acquisition Documents. The Administrative Agent shall have received a copy of each of the Target Acquisition Documents, certified by an Executive Officer as being true, correct and complete copies thereof as of the Closing Date.
Target Acquisition Documents. After the Term Loan Funding Date amend, modify or waive any provision of any Target Acquisition Document in any manner that is materially adverse to the interests of the Lenders without the consent of the Administrative Agent.
Target Acquisition Documents. The representations and warranties contained in the Target Acquisition Documents (true and correct copies of which, together with all schedules and exhibits thereto, have been delivered to the Lenders), are true and correct in all respects, except where the failure to be so true and correct would not be reasonably expected to have a Materially Adverse Effect. As of the date of the Target Acquisition, (i) Intermet shall have taken all necessary actions to authorize the Target Acquisition; and (ii) no representation made by Intermet in any notices or filings with the shareholders of Intermet, with the Securities and Exchange Commission or any applicable state securities commissions or with any governmental authority, including, without limitation, any representations concerning any agreement with, or financing provided by, the Lenders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.
