Termination; Acceptance. Our commitments hereunder will terminate upon the first to occur of (i) the consummation of the Special Redemption (including the payment in full of all accrued and unpaid interest payable in connection therewith) and (ii) the date on which the Escrow Conditions are satisfied. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission, or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., xxx.xxxxxxxx.xxx, shall be deemed to have been duly and validly delivered and be valid and as effective as delivery of a manually executed counterpart hereof. Please confirm that the foregoing is in accordance with your understanding by signing and returning to Energizer the enclosed copy of this Commitment Letter, whereupon this Commitment Letter will become a binding agreement between us.
Termination; Acceptance. This Letter, the Lead Arrangers’ commitments hereunder and the Finance Parties’ agreements to provide the services described herein and all other rights and obligations of the parties to this Letter will terminate upon the first to occur of (i) receipt by the Finance Parties of written notice of termination from you, (ii) the consummation of the Acquisition without the use of the Bridge Facility and (iii) 5:00 p.m. (New York City time) on the date that is 9 months from the date hereof, unless in each case the closing of the Bridge Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein and in the Term Sheet. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter, together, if not previously executed and delivered, with the Fee Letters on or before 11:59 p.m. (New York City time) on November 6, 2014, whereupon this Letter and the Fee Letters will become binding agreements between you and us. If not signed and returned as described in the preceding sentence by such time and date, this offer will terminate on such date. Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Letter. Very truly yours, X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ Krys Szrenski Name: Krys Szrenski Title: Vice President [Signature Page to Perrigo Bridge Commitment Letter] BARCLAYS BANK PLC By: /s/ Xxxxxx X’Xxxxxx Name: Xxxxxx X’Xxxxxx Title: Managing Director [Signature Page to Perrigo Bridge Commitment Letter] Accepted and agreed as of the date first written above by: XXXXXXX COMPANY PLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer [Signature Page to Perrigo Bridge Commitment Letter] Transactions: Xxxxxxx Company PLC, a public limited company organized under the laws of Ireland (the “Company”) intends to acquire (the “Acquisition”) pursuant to the Agreement For the Sale and Purchase of 685,348,257 Shares of Omega Pharma Invest NV (“Target”), among the Company, as Purchaser, and Alychlo NV, a limited liability company incorporated under the laws of Belgium, and Holdco I BE NV, a limited liability company incorporated under the laws of Belgium, as Sellers, dated November 6, 2014 (including any schedules, exhibits, annexes, appendices or other attachments thereto, th...
Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will terminate upon the earlier to occur of (i) the consummation of the Acquisition, (ii) the Termination Date (under and as defined in the Acquisition Agreement), (iii) November 1, 2014, and (iv) written notice by you to terminate this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the parties. No person has been authorized by Barclays to make any oral or written statements that are inconsistent with this Commitment Letter. April 16, 2014 Platform Specialty Products Corporation Please confirm that the foregoing is in accordance with your understanding by signing and returning to Barclays the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on April 16, 2014, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. [The remainder of this page is intentionally left blank.] We look forward to working with you on this assignment. Very truly yours, By: Name: Title: ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE: Name: Title:
Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will terminate upon the first to occur of (i) the consummation of the Acquisition (for the avoidance of doubt, either (x) with the funding of the Facilities to the extent required hereunder or (y) without the funding of the Facilities if not required hereunder), (ii) the termination of the Acquisition Agreement in accordance with its terms or your written notice of the abandonment of the Acquisition and (iii) 11:59 p.m. on April 29, 2019 (the “Termination Date”); provided, that if on the Termination Date all of the conditions to the consummation of the Acquisition set forth in the Acquisition Agreement (other than (1) those conditions that by their terms are to be satisfied at the closing of the Acquisition, which conditions shall be capable of being satisfied at such time, and (2) any or all of the conditions set forth in Section 6.1(b) of the Acquisition Agreement, and Section 6.1(c) of the Acquisition Agreement (but solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act (as defined in the Acquisition Agreement) or under any other Antitrust Law specified in the Acquisition Agreement), have been satisfied or waived, then the Termination Date will automatically be extended until July 29, 2019, unless the closing of the Facilities has been consummated on or before such date on the terms and subject to the conditions set forth herein. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. Please confirm that the foregoing is in accordance with your understanding by signing and returning to Barclays the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on October 30, 2018, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. [The remainder of this page is intentionally left blank.] We look forward to working with you on thi...
