Target Acquisition; Target Acquisition Documentation Sample Clauses

Target Acquisition; Target Acquisition Documentation. The Target Acquisition (including, for the avoidance of doubt, the issuance of the U.S. Borrower’s Equity Interests constituting a portion of the purchase price, as noted in subclause (xix) below) shall, substantially concurrently with the initial Credit Event on the Closing Date, be consummated pursuant to the Target Acquisition Agreement (without any amendment, modification or waiver of any provision of the Target Acquisition Agreement that would be materially adverse to the Lenders or the Lead Arrangers without the consent of the Lead Arrangers; it being agreed and understood that (x) any reduction in aggregate purchase price from the original aggregate purchase price set forth in the Target Acquisition Agreement shall not be materially adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease is allocated to reduce the aggregate principal amount of the Term Loans on a dollar-for-dollar basis, and (y) any increase in purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such increase is not funded with the proceeds of Indebtedness or Disqualified Equity Interests).
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Target Acquisition; Target Acquisition Documentation. The Target Acquisition (including, for the avoidance of doubt, the equity issuance of the Borrower’s common stock constituting a portion of the purchase price) shall, substantially concurrently with the initial Credit Event on the Closing Date, be consummated pursuant to the Target Acquisition Agreement (without any amendment, modification or waiver of any provision of the Target Acquisition Agreement that would be materially adverse to the Lenders or the Lead Arrangers without the consent of the Lead Arrangers; it being agreed and understood that (w) any amendment to the definition of “Material Adverse Effect” set forth in the Target Acquisition Agreement shall be deemed to be materially adverse to the Lenders, (x) any reduction in aggregate purchase price from the original aggregate purchase price set forth in the Target Acquisition Agreement (i) of 10% or less shall not be materially adverse to the interests of the Lenders or the Lead Arrangers and (ii) of more than 10% shall not be materially adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease is allocated to reduce the Indebtedness issued under the Senior Indenture and the Term Loans (with the allocation between the Indebtedness issued under the Senior Indenture and the Term Loans to be determined by the Lead Arrangers in their sole discretion) on a pro rata, dollar-for-dollar basis, and (y) any increase in purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such increase is not funded with the proceeds of Indebtedness or Disqualified Equity Interests).
Sample 1
Target Acquisition; Target Acquisition Documentation. The Target Acquisition shall have been consummated immediately following the initial Credit Event on the Closing Date in accordance with the terms of the Target Acquisition Agreement (without any amendment, modification or waiver of any provision of the Target Acquisition Agreement that would be materially adverse to the Lenders without the consent of the Lead Arrangers; it being agreed and understood that (w) any amendment to the definition of “Material Adverse Effect” set forth in the Target Acquisition Agreement shall be deemed to be materially adverse to the Lenders, (x) any reduction in aggregate purchase price from the original aggregate purchase price set forth in the Target Acquisition Agreement (i) of 10% or less shall not be materially adverse to the interests of the Lenders or the Lead Arrangers and (ii) of more than 10% shall not be materially adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease is allocated to reduce the equity contribution and the Term Loans on a pro rata, dollar-for-dollar basis (or, at the election of the Borrower in its sole discretion, is allocated to reduce the Term Loans on a pro rata basis and reduce the equity contribution on a less than pro rata basis), and (y) any increase in purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such increase is funded with the proceeds of cash common equity issuances).
Sample 1

Related to Target Acquisition; Target Acquisition Documentation

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Acquisition Documents Borrower has made available to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its Affiliates or the seller of any of the Properties have remaining material rights or material obligations in respect of Borrower’s acquisition of the Properties.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

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