Common use of Target Acquisition Clause in Contracts

Target Acquisition. (A) The Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in accordance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Lead Arranger (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiaries.

Target Acquisition. Prior to or substantially concurrently with the initial Borrowing and the issuance of the 2018 Senior Notes, if any, (Aas defined in the Amended and Restated Credit Agreement) The and/or any borrowing under the Bridge Facility, if any, (as defined in the Amended and Restated Credit Agreement), if applicable, on the Acquisition Closing Date, the Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, been consummated in accordance with the terms of the Target Acquisition 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 giving effect the prior written consent of the Arrangers (as defined in the Amended and Restated Credit Agreement) (such consent not to be unreasonably withheld) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent thereunder that is materially (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 unless such amendment or modification is approved by the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lendersa material respect, (iib) any reduction increase in the purchase price in connection with respect of the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders in any material respect, so long as such reduction increase is allocated to reduce funded solely by the amount issuance of the Incremental Term FacilityParent of common equity, or (iiic) any reduction 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 Lenders (as defined in the purchase price in connection with the Target Acquisition Merger Agreement) and their respective affiliates shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Lead Arranger (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be a material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiariesrespect).

Target Acquisition. Contemporaneously with the Closing Date, the Borrower shall have completed the acquisition of the Target, as contemplated by the Target Acquisition Documents, and prepaid or caused to be prepaid any and all indebtedness for borrowed money which is secured by any of the 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 Documents, and there shall have been no material matters disclosed in any supplemental disclosure materials relating to any of 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 not acceptable to the Joint Lead Arrangers, in their sole discretion. Each of the 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 (Awithout any material waiver thereto not acceptable to the Joint Lead Arrangers as provided above) The 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 other applicable provisions of the Target Purchase Agreement, and the Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, been consummated in accordance compliance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood Documents and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement)all applicable laws, and consents all material governmental and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price third party approvals in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with contemplated by the Target Acquisition Documents and otherwise referred to herein or therein shall not be deemed have been obtained and remain in effect, and all applicable waiting periods under applicable antitrust or competition merger notification laws, and the regulations thereunder, and under any other applicable laws or 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 materially adverse to acquired by the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth Borrower in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent Acquisition. Each of the Lead Arranger Administrative Agent and the Lenders shall be satisfied, in its sole discretion, with (not i) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the business to be unreasonably withheldacquired, conditioned and the liabilities to be assumed (or delayed) to which the Borrower and (iv) any increase its Subsidiaries will be subject), in the purchase price in connection with Target Acquisition, the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiaries.projected cost savings which the

Target Acquisition. Contemporaneously with the Closing Date, the Company shall have completed the acquisition of the Target, as contemplated by the Target Acquisition Documents, and prepaid or caused to be prepaid any and all indebtedness for borrowed money which is secured by any of the 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 Company. 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 Documents, and there shall have been no material matters disclosed in any supplemental disclosure materials relating to any of 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 7.20 hereof, which is not acceptable to the Joint Lead Arrangers, in their sole discretion. Each of the conditions precedent to the obligations of the Company to consummate the Target Acquisition which is contained in any of the Target Acquisition Documents shall have been fulfilled (Awithout any material waiver thereto not acceptable to the Joint Lead Arrangers as provided above) The to the satisfaction of the Joint Lead Arrangers. Without limiting the generality of the foregoing, the aggregate purchase price consideration payable by the Company for the Target Acquisition shall not exceed 1.2 billion Euros, subject to adjustment as provided in section 2 and other applicable provisions of the Target Purchase Agreement, and the Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, been consummated in accordance compliance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood Documents and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement)all applicable laws, and consents all material governmental and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price third party approvals in connection with the Target Acquisition contemplated by the Target Acquisition Documents and otherwise referred to herein or therein shall not be deemed have been obtained and remain in effect, and all applicable waiting periods under applicable antitrust or competition merger notification laws, and the regulations thereunder, and under any other applicable laws or 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 Company's businesses or the business to be materially adverse acquired by the Company 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 it shall undertake with regard to the interests properties, business, operations and prospects of the Lenders so long as such reduction is allocated business to reduce be acquired, and the amount liabilities to be assumed (or to which the Company and its Subsidiaries will be subject), in the Target Acquisition, and the projected cost savings which the Company estimates it can realistically achieve for the acquired business, (ii) the terms of the Incremental Term FacilityTarget Acquisition Documents, (iii) any reduction all disclosure documentation referred to in the purchase price Target Acquisition Documents, and (iv) any and all environmental studies and other reports and evaluations which the Company shall have obtained in connection with the Target Acquisition shall not be deemed to be materially adverse and provided to the interests of Administrative Agent and the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Lead Arranger (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its SubsidiariesLenders.

Target Acquisition. (A) The Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in accordance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by the Lead Arranger MLPFS (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Lead Arranger MLPFS (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiaries.