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 Contemporaneously with the Closing Date, (a) the release Company 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 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 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 7.20 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 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 Company to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (b) As of the Closing Date, (A) if 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 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 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 way 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 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 a Schemethe 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 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 best properties, business, operations and prospects of the knowledge business to be acquired, and belief of the directors of liabilities to be assumed (or to which the Borrower and/or Bidco (having taken all reasonable care to ensure that such is the case) the information contained Company and its Subsidiaries will be subject), in the Scheme Documents for Target Acquisition, and the projected cost savings which the directors of Company estimates it can realistically achieve for the Borrower and/or Bidco take responsibility under the Irish Takeover Code is in accordance with the facts andacquired business, 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 Target Acquisition Documents, (Biii) if all disclosure documentation referred to in 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 informationDocuments, and (iiiv) any and all environmental studies and other reports and evaluations which the Offer Documents taken as a whole, contain all Company shall have obtained in connection with the material terms of Target Acquisition and provided to the Takeover OfferAdministrative Agent and the Lenders.

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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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.

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 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.