THE ACQUISITIONS. As of the Closing Date with respect to the Omaha Acquisition and as of the Acquisition Closing Date with respect to any other Acquisition:
(a) the Acquisition Documents with respect to such Acquisition are in full force and effect, no material breach or default of any term or provision of any of such Acquisition Documents by the Borrower or any Loan Party or, to the Knowledge of the Borrower, the other parties thereto has occurred (except for such defaults, if any, consented to in writing by the Agent and the Acquisition Approval Lenders);
(b) the representations and warranties of each Loan Party, and, to their Knowledge, each other Person a party thereto, contained in the Acquisition Documents, are true and correct in all material respects;
(c) except as otherwise provided in the Acquisition Documents, all conditions precedent to and all consents necessary to permit, the applicable Acquisition pursuant to the Acquisition Documents related thereto have been satisfied, unless (i) the failure to satisfy such conditions could not materially adversely affect the Agent or the Lenders or materially impair the rights of the Loan Parties, the Agent or the Lenders thereunder or (ii) are waived with the prior written consent of the Agent and the Acquisition Approval Lenders;
(d) the Acquisition has been consummated, and whether by merger, stock acquisition or asset acquisition, the assets of the Target are owned by the Borrower or a Subsidiary of the Borrower, free and clear of any Liens, other than Liens permitted pursuant to the terms of this Agreement; (e) no Loan Party has assumed any liabilities in connection with such Acquisition other than disclosed liabilities set forth in the Acquisition Documents presented to the Agent and the Lenders pursuant to SECTION 6.3(H) or SECTION 4.1; and
THE ACQUISITIONS. In consideration for financial advisory services rendered in connection with the Acquisitions, the transaction value of which is estimated to be $40 million, the Company will pay MGCO a success fee in cash at the closing of the acquisition of all, or a material part of the business included in the Acquisitions. The fee will be the greater of $400,000 or the sum of 5% of the transaction value up to $1 million, 4% of the transaction value in excess of $1 million up to $2 million, plus 3% of the transaction value in excess of $2 million up to $3 million, plus 2% of the transaction value in excess of $3 million. For purposes of this Agreement the transaction value will include cash, securities, non-compete agreements, promissory notes, and all other consideration exchanged in the transaction and upon which the value was established.
THE ACQUISITIONS. 6 2.1 The Acquisitions. . . . . . . . . . . . . . . . . . .6 2.1.1 Acquisitions of Chemical Florida and Chemical Georgia. . . . . . . . . . . . . . . . . . . . .6 2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . .
THE ACQUISITIONS. Upon the terms of this Agreement and subject to the conditions set forth in Article VII, and in accordance with the TBCA, (a) at the MBS Effective Time (as defined below), Newco will be merged with and into MBS, and (b) immediately following the MBS Effective Time, the DCPS Sellers will sell to SurgiCare, and SurgiCare will purchase from the DCPS Sellers, all of the DCPS Interests, free and clear of any Liens other than Liens imposed by applicable securities laws, for the applicable Acquisition Consideration. As a result of the Merger, (i) the separate existence of Newco will cease and (ii) MBS will continue as the surviving corporation of the Merger (the “Surviving Corporation”) and will continue to be governed by the TBCA.
THE ACQUISITIONS. In September 1997, the Company entered into the Acquisition Agreements with the New Stockholders and the Beneficial Owners and effected the acquisitions contemplated thereby. Pursuant to the Acquisition Agreements, the New Stockholders have certain rights to acquire Company Stock immediately prior to the acquisition of the Company by Parent, and thereby to receive shares of Parent Stock pursuant to the acquisition of the Company by Parent. The Company, the Stockholders, the New Stockholders and the Beneficial Owners agree that any and all rights any of the New Stockholders or the Beneficial Owners have to receive or acquire shares of Company Stock or Parent Stock, pursuant to the Acquisition Agreements or otherwise, will be fully and completely satisfied and extinguished by the delivery to the New Stockholders of the consideration specified in Section 3.
THE ACQUISITIONS. In consideration for financial advisory services rendered in connection with the Acquisitions, the Company will pay MGCO a success fee in cash at the closing of the acquisition of all, or a material part of the businesses included in the Acquisitions. The fee will $1,600,000.
THE ACQUISITIONS. On or about July 10, 1996, Insilco purchased from Lingemann for $12.8 million the assets of Helima ("Helima Acquisition"); for $17 million, the stock of Lingemann’s European manufacturer of welded aluminum heat exchanger tubes, ARUP Alu-Xxxx und Profil, GmbH; and the option to purchase Maschinenbau, GmbH, a Lingemann subsidiary in Germany that manufactures xxxxx used in the production of aluminum tubes (together, the "Acquisitions").
THE ACQUISITIONS. (a) The Company has informed the Investors that it is engaged in negotiations concerning the acquisition by the Company (each an "Acquisition") of all of the outstanding equity interests in each of Trident (the "Trident Acquisition"), ERIM (the "ERIM Acquisition"), and MRJ (the "MRJ Acquisition"). Each of Trident, ERIM and MRJ is sometimes referred to herein as an "Acquisition Candidate".
(b) With respect to each Acquisition, the Company shall use all reasonable efforts to provide representatives of the Investors and their advisors, including consulting, legal, accounting and other representatives, with such access to each Acquisition Candidate's personnel, records, operations and other information as they may reasonably request, and to facilitate such access, and also to provide such access to the Company's representatives and advisors to provide the Investors and their representatives with the benefit of the diligence investigations conducted by or on behalf of the Company, all to the extent reasonably requested by the Investors in connection with their diligence review of such Acquisition and Acquisition Candidate.
(c) Prior to the Company or any of its Subsidiaries entering into any documentation with respect to an Acquisition, the Company will provide the Investors and their representatives a reasonable opportunity to comment on such documentation, and shall make all reasonable efforts to have any such comments reflected appropriately in such documentation. Prior to the Closing, the Company shall furnish to each Investor true, correct and complete copies of all documentation relating to any Acquisition which has been executed by the Company or any of its respective Subsidiaries, together with any and all amendments thereto, modifications thereof or waivers granted thereunder (collectively, the "Acquisition Documents"). References to any one of the Acquisition Documents shall mean such Acquisition Document in the form so furnished to the Investors, without regard to any amendment, modification, waiver, change, limitation or termination of such documents which is made or otherwise becomes effective after the Closing, unless such amendment, modification, waiver, change, limitation or termination has been consented to in writing by the Investors, and shall include other documents, exhibits and schedules which are attached thereto or incorporated therein by reference.
(d) If, at the time the Company or any of its Subsidiaries enters into definitive documen...
THE ACQUISITIONS. The Acquisitions shall have been completed in a manner satisfactory to Windward in its sole discretion.
THE ACQUISITIONS. The Lenders shall be satisfied in all material respects (i) with the terms, form and substance of the Kxxxx-Xxxxx Acquisition and the documentation related thereto and (ii) that the Aerocell Acquisition and the Kxxxx- Xxxxx Acquisition were made in compliance with all applicable laws and regulatory approval requirements and all contractual approval and consent requirements related thereto.
