Common use of Target Acquisition Clause in Contracts

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. (a) As of In connection with the Closing Dateinitial Borrowing hereunder, (a) the release of the Scheme Press Announcement (if following conditions relating to the Target Acquisition is consummated by way of a Scheme)shall be satisfied: (i) The Borrower, and acting through its Wholly-Owned Subsidiary, the posting of the Scheme Circular (if Purchaser, shall have completed the Target Acquisition is consummated by way of a Scheme) or as contemplated by, and in accordance with the Takeover Offer Document (if terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition is consummated by way Documents, copies of a Takeover Offer)which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, as applicableand there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, has been duly authorized or ratified by the Borrower and Bidco (as applicable) and (b) each any waiver or other modification of any material conditions to the obligations of the Borrower and Bidco Purchaser 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 discretionTarget Purchase Agreement. (bii) As Each of the Closing DateLenders 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, (A1) if 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 is consummated by way shall have expired or been earlier terminated transactions; and (2) the United States Bankruptcy Court for the District of a SchemeMassachusetts shall have entered an order authorizing, (i) among other things, the sale of the Purchased Assets to the best Purchaser and the assignment of the knowledge Assigned Leases and belief of the directors of the Borrower and/or Bidco (having taken all reasonable care Assumed Contracts 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 Purchaser, in accordance with (and as such terms are defined in) the facts and, where appropriate, does not omit anything likely to affect the import of such informationTarget 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. (iiiv) There shall have been no material changes in the Scheme Documentsterms of the Target Acquisition from the terms as reflected in the definitive Target Acquisition Documents previously delivered to the Lenders prior to the Effective Date, unless such changes shall have been approved by all of the Lenders. (v) Since December 31, 1999, in the sole judgment of the Co-Lead Arrangers, there has been no change in the assets, properties, condition, business, prospects or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, contain all or their properties and assets considered as an entirety, except for changes solely in the material terms ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (vi) Contemporaneously with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the Scheme initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination of the DIP Facility (as defined in the Target Purchase Agreement), payment or prepayment of all borrowings and other accrued obligations thereunder, discharge or transfer to the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) if the payment or prepayment of all other borrowings and debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition is consummated Documents, and all accrued obligations thereunder. (viii) The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a copy of the order entered by way the United States Bankruptcy Court, District of a Takeover OfferMassachusetts, (i) Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Agreement; and such order and any such amendments or supplements shall be final and nonappealable and otherwise shall be satisfactory in form and substance 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 Lenders, 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 Offertheir sole discretion.

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. The Agent shall have received the following documents evidencing the Target Acquisition, each of which shall be in form and substance satisfactory to the Agent: (ai) As of On the Closing Date, NCO Group shall deliver a schedule listing all material documents in connection with the Target Acquisition, including an acquisition letter agreement (a"Acquisition Documents"), which schedule shall be revised by NCO Group as documents are added or deleted. The Agent shall be satisfied with all Acquisition Documents, and, if not previously delivered, the Acquisition Documents shall be delivered in final form to the Agent as promptly as possible following the date hereof. No Acquisition Document accepted by Agent may be amended, modified or supplemented, nor may any of its terms or conditions in favor of NCO Group be waived, and the tender offer, merger and other transactions contemplated thereunder shall take place in strict compliance therewith. (ii) the release Satisfactory evidence of completion of the Scheme Press Announcement (if conditions precedent to the Target Acquisition is consummated by way of a Scheme), and but for the posting payment of the Scheme Circular purchase price including evidence that NCO Group has not waived any conditions precedent under the Acquisition Documents without the prior written consent of the Agent. (if iii) Satisfactory evidence that all corporate governmental, judicial and third party consents and approvals necessary in connection with the consummation of the Target Acquisition is consummated by way of a Scheme(including without limitation consents and approvals required under or referred to in the Acquisition Agreement) or the Takeover Offer Document (if the Target Acquisition is consummated by way of a Takeover Offer)shall have been obtained and, as applicable, has become final orders (without imposition of any conditions that are not satisfactory to the Lenders) and shall remain in full force and effect. Without limiting the generality of the foregoing, all appropriate filings shall have been duly authorized made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the applicable waiting periods relating thereto shall have expired or ratified by been terminated without requests for additional information from the Borrower and reviewing agencies. (iv) Satisfactory evidence that NCO Group or Bidco (as applicablethat term is defined in the Acquisition Agreement) shall have the unrestricted right to designate and (b) each cause to be elected a majority of the obligations Trustees of the Borrower and Bidco under voting trust which controls a subsidiary to be acquired in connection with 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 discretionTarget Acquisition. (bv) As of the Closing Date, (A) if In connection with the Target Acquisition is consummated by way of a Schemefor each acquired US company, (i) an executed Security Agreement from the appropriate Person pursuant to which each grants to the best Agent (on behalf of the knowledge Lenders) a blanket lien on all business assets (excluding cash held for clients), including but not limited to accounts receivable, inventory, general intangibles and belief of the directors of the equipment, now owned or hereafter acquired. (vi) A pledge agreement duly executed by any US Borrower and/or Bidco (having taken all reasonable care to ensure that such is the case) the information contained which owns stock in the Scheme Documents for which the directors of the Borrower and/or Bidco take responsibility under the Irish Takeover Code is a foreign company acquired in accordance connection 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) pledging to the best Agent (on behalf of the knowledge and belief Lenders) at least 65% 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 stock of such information, and (ii) the Offer Documents taken as a whole, contain all the material terms of the Takeover Offercompany.

Target Acquisition. (a) As of Contemporaneously with the Closing Date, (a) the release Borrower shall have completed the acquisition of the Scheme Press Announcement (if Target, as contemplated by the Target Acquisition is consummated by way of a Scheme)Documents, and the posting prepaid or caused to be prepaid any and all indebtedness for borrowed money which is secured by any of the Scheme Circular (if assets acquired in the Target Acquisition, which completion may be effected pursuant to an informal escrow arrangement extending not more than two Business Days and conditioned only on international funds transfer from a Borrowing hereunder and release of signed instruments transferring ownership of the Target to the Borrower. There shall have been no material change in or modification or waiver of any of the terms, conditions or provisions of any of the Target Acquisition is consummated by way Documents, and there shall have been no material matters disclosed in any supplemental disclosure materials relating to any of a Scheme) or the Takeover Offer Document (if the Target Acquisition Documents, which shall have been made, become effective or been furnished, subsequent to the date the Target Acquisition Documents were furnished to the Administrative Agent and the Lenders pursuant to section 7.21 hereof, which is consummated by way not acceptable to the Joint Lead Arrangers, in their sole discretion. Each of a Takeover Offer), as applicable, has been duly authorized or ratified by the Borrower and Bidco (as applicable) and (b) each of conditions precedent to the obligations of the Borrower to consummate the Target Acquisition which is contained in any of the Target Acquisition Documents shall have been fulfilled (without any material waiver thereto not acceptable to the Joint Lead Arrangers as provided above) to the satisfaction of the Joint Lead Arrangers. Without limiting the generality of the foregoing, the aggregate purchase price consideration payable by the Borrower for the Target Acquisition shall not exceed $185,000,000 (or its equivalent in any other applicable currency), subject to adjustment as provided in section 4.2 and Bidco other applicable provisions of the Target Purchase Agreement, and the Target Acquisition shall have been consummated in compliance with the terms of the Target Acquisition Documents and all applicable laws, and all material governmental and third party approvals in connection with the Target Acquisition contemplated by the Target Acquisition Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods under applicable antitrust or competition merger notification laws, and the Takeover Offer Document regulations thereunder, and under any other applicable laws or Scheme Circular regulations, shall have expired without any action being taken by any competent authority (including any court having jurisdiction) which restrains or prevents such transactions or imposes, in the judgment of the Required Lenders, materially adverse conditions upon the consummation of the Target Acquisition or the continued operation of the Borrower's businesses or the business to be acquired by the Borrower in the Target Acquisition. Each of the Administrative Agent and the Lenders shall be satisfied, in its sole discretion, with (i) such "due diligence" review as applicable) constitutes it shall undertake with regard to the legalproperties, valid business, operations and binding obligation prospects of the business to be acquired, and the liabilities to be assumed (or to which the Borrower and Bidco (as applicableits Subsidiaries will be subject), 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 in the Target Acquisition is consummated by way of a SchemeAcquisition, (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 projected cost savings 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.the

Target Acquisition. (a) As Copies of the Closing Date, (a) Stock Purchase Agreement and the release of the Scheme Press Announcement (if documents pursuant to which the Target Acquisition is consummated by way of a Schemewill be completed (the “Target Acquisition Documents”), and the posting together with a certificate from a Responsible Officer of the Scheme Circular Company certifying that: (if i) the Target Acquisition has been, or concurrently with the making of the Term Loans hereunder will be, consummated in accordance with the terms of the Stock Purchase Agreement and Applicable Law and regulatory approvals; (ii) no amendment or waiver has been made to any Target Acquisition Document unless approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed and not required for (x) any amendment or modification to correct an ambiguity or (y) any amendment, waiver or modification that is consummated by way not materially adverse to the Lenders in their capacities as lenders); (iii) Except as set forth on Schedule 5.02, there is no action, suit, investigation or proceeding pending in any court or before any arbitrator or Governmental Authority that purports to prohibit the funding of a Scheme) the Term Loans on the Funding Date or the Takeover Offer Document consummation of the transactions contemplated hereby (if including the Target Acquisition), or that could have a Material Adverse Effect on the Company or its Subsidiaries or any transaction contemplated hereby or on the ability of the Company and its Subsidiaries to perform their respective obligations under the Loan Documents; (iv) the Target Acquisition complies in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, shareholder and other material consents and material approvals (including Xxxx-Xxxxx-Xxxxxx clearance) required for the consummation of the Target Acquisition have been (i) duly waived or (ii) duly obtained and in full force and effect and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Company and its Subsidiaries or the Target Acquisition or that could seek or threaten any of the foregoing; (v) the consummation of the Target Acquisition does not violate any statute or regulation of the United States or any other applicable jurisdiction, or any order, judgment or decree of any court or other Governmental Authority, or result in a breach of, or constitute a default under, any material agreement or indenture by which the Company, any Target Company or any of their respective Subsidiaries is consummated by way of a Takeover Offer), as applicable, has been duly authorized or ratified by the Borrower and Bidco bound; and (as applicable) and (bvi) each of the obligations of the Borrower Target Representations shall be accurate and Bidco under the Takeover Offer Document or Scheme Circular complete in all material respects (as applicable) constitutes the legalexcept, valid and binding obligation of the Borrower and Bidco (as applicable), except as enforcement may be limited by Debtor Relief Laws or equitable principles if a qualifier relating to the granting of specific performance materiality, material adverse effect or a similar concept applies, such representation or warranty shall be required to be true and other equitable remedies as a matter of judicial discretioncorrect in all respects). (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.