Transaction Consummated Sample Clauses

Transaction Consummated. (a) The Allied Acquisition shall have been consummated and, in connection therewith, the Borrower shall have acquired (i) 100% of the issued and outstanding shares of Capital Stock of Newco, Newco PR, BFI Connecticut and, indirectly through the Borrower's wholly-owned subsidiary, Stericycle of Washington, Inc., a Washington corporation, 100% of the issued and outstanding shares of Capital Stock of BFI Washington pursuant to the Stock Purchase Agreement for an aggregate purchase price of $406,500,000, subject to adjustment in accordance with the Stock Purchase Agreement, and (ii) through Med-Tech Environmental Ltd., a Canadian corporation and a wholly-owned Subsidiary of the Borrower, the BFI Canadian Business pursuant to the Asset Purchase Agreement for an aggregate purchase price of $4,000,000, subject to adjustment in accordance with the Asset Purchase Agreement. (b) In connection with the consummation of the Allied Acquisition, (i) Newco, Newco PR and BFI Connecticut shall have become direct, wholly-owned Restricted Subsidiaries of the Borrower and BFI Washington shall have become an indirect wholly-owned Restricted Subsidiary of the Borrower, and (ii) the Borrower shall have paid the transaction-related fees and expenses in an amount not exceeding approximately $22,000,000. (c) The Subordinated Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) reasonably satisfactory in all material respects to the Agents and resulted in gross cash proceeds of at least $125,000,000. (d) The Convertible PIK Preferred Issuance shall have been consummated on terms and conditions no more burdensome to the Borrower or the Lenders than those contained in the Convertible PIK Preferred Equity Purchase Agreement, and resulted in gross cash proceeds of at least $75,000,000.
Transaction Consummated. The Agents shall have received evidence satisfactory to each of them that all actions necessary to consummate the Transaction shall have been taken or completed in accordance with law and the Transaction Documents, and the Transaction shall be consummated for an aggregate amount not to exceed $130,000,000 (including any amounts necessary to pay related reasonable fees and expenses, which shall not exceed $5,000,000).
Transaction Consummated. The Transactions shall have been consummated for an aggregate amount not in excess of $826,000,000, and in connection therewith: (a) The Recapitalization shall have been consummated pursuant to the Recapitalization Agreement (and all of the conditions to effecting or consummating the Recapitalization set forth in the Recapitalization Agreement shall have been duly satisfied or, with the consent of the Managing Agents and the Required Lenders, waived) and, pursuant thereto, (i) the Borrower shall have received common equity proceeds of approximately $200,000,000, and (ii) MDCP and its designees shall have become the holder of approximately 82.5% of the issued and outstanding OSI Common Stock, representing more than 77% of the OSI Common Stock on a fully diluted basis, in each case on the Closing Date. (b) The Rollover Shareholders shall continue to hold approximately 8.0% of the issued and outstanding OSI Common Stock, representing approximately 7.5% of the OSI Common Stock on a fully diluted basis, in each case on the Closing Date. (c) The Preferred Equity Issuances shall have been consummated on terms and conditions reasonably satisfactory in all respects to the Managing Agents and, pursuant to (i) the PIK Preferred Equity Issuance, the Borrower shall have issued the PIK Preferred Equity for not less than $100,000,000 in gross cash proceeds to the PIK Preferred Equity Holders pursuant to the PIK Preferred Equity Documents; and (ii) the Junior PIK Preferred Equity Issuance, the Borrower shall have issued (pursuant to the Junior PIK Preferred Equity Documents) the Junior PIK Preferred Equity to certain of the Existing Shareholders for not less than $7,000,000 of gross cash proceeds, in connection with the Recapitalization.
Transaction Consummated. (a) The Equity Offerings shall have resulted in gross cash proceeds of at least $350,000,000, and the Parent shall have received net cash proceeds of at least $45,000,000 pursuant to the Equity Offerings, such proceeds (up to $50,000,000) shall have been used to collateralize the MTN Program and in the event such proceeds exceed $55,000,000, such proceeds in excess of $55,000,000 (up to $50,000,000 of such excess proceeds) shall also have been used to collateralize the MTN Program. (b) The MTN Program shall have been established and medium term notes shall have been issued thereunder in an aggregate face amount of not less than $900,000,000, the proceeds of which shall have been applied to repay the existing Vehicle financing arrangements between the Parent and its Subsidiaries, on the one hand, and Chrysler and its Subsidiaries, on the other hand, and to provide funds for the purchasing of additional Vehicles. (c) The Chrysler-Dollar Supply Agreement, the Chrysler-Thrifty Supply Agreement and the Continuing Chrysler Arrangements (including the Chrysler Credit Support Documents and the Tax Sharing Agreement) shall have been entered into by the parties thereto on terms and conditions reasonably satisfactory in all respects to the Agents (including the terms and conditions relating to the furnishing by Chrysler to the Borrowers of advertising and promotional support). The Waldxx Xxxeement shall have been entered into by the parties thereto on terms and conditions reasonably satisfactory in all respects to the Agents. (d) All intercompany accounts in respect of intercompany advances (other than with respect to vehicle supply arrangements or any shuttle bus financing set forth in Item 8.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule) between the Parent and its Subsidiaries, on the one hand, and Chrysler and its Subsidiaries (excluding the Parent and its Subsidiaries), on the other hand, shall have been settled, and the Borrowers shall have received any balance payable to them or their Subsidiaries in cash. All Surety Bonds necessary for the Borrowers to conduct their businesses in accordance with the terms of this Agreement (including Section 8.1.4) and otherwise consistent with past practice shall have been issued on terms and conditions reasonably satisfactory in all respects to the Agents [, including the absence of any requirement that the Parent and its Subsidiaries provide any collateral security therefor (other than Letters of Credit in an a...
Transaction Consummated. The ----------------------- Syndication Agent and the Documentation Agent shall have received evidence satisfactory to each of them that all actions necessary to consummate the Transaction were taken or completed in accordance with law and the Transaction Documents, and that the Transaction shall be consummated for an aggregate amount not in excess of $415,100,000 (including all amounts necessary to pay related reasonable fees and expenses, which shall not exceed $23,000,000).
Transaction Consummated. (a) The Agents shall have received evidence satisfactory to each of them that the Initial Public Offering has been consummated in accordance with law and at least $150,000,000 of gross cash proceeds were received by the Borrower. (b) The Agents shall have received evidence satisfactory to each of them that all actions necessary to consummate the Refinancing of approximately $227,500,000 of Indebtedness of the Borrower and its Subsidiaries shall have been taken or completed in accordance with law and that the related fees and expenses of approximately $20,000,000, were paid.
Transaction Consummated. The Arrangers shall have received evidence satisfactory to each of them that all actions necessary to (i) consummate the Refinancing, (ii) establish and fund, in full, the RC/Arby's Notes Repayment Pledge Account and the Acquisition Escrow Account, (iii) consummate the Subordinated Notes Offering from which Holdco and Triarc Beverage shall receive gross proceeds of at least $300,000,000 and (iv) make the Triarc Dividend (to the extent to be made on the Closing Date) shall have been taken or completed in accordance with applicable law and the applicable Transaction Documents.
Transaction Consummated. The Financed Acquisition shall have been consummated (or shall be concurrently consummated) and in connection therewith, Holdings shall have acquired 94.9% of WRC pursuant to the Purchase Agreement for an aggregate purchase price of $396,054,500.

Related to Transaction Consummated

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Consummation of Acquisition The Acquisition shall have been consummated (or shall be consummated substantially contemporaneously) for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent, no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that would have a Company Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect on the properties, business, operations, prospects or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received (or shall receive substantially contemporaneously) the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or as the Administrative Agent may reasonably request (including, without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated therein, as applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions: (a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under Section 1 of this Agreement; (b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or (c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Consummation of the Merger (a) Subject to the terms and conditions of this Agreement, each of the Parent Entities, on the one hand, and the Partnership Entities, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the ATLS Merger, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger and the ATLS Merger, and (iii) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. (b) In furtherance and not in limitation of the foregoing, each Party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger as promptly as practicable and in any event within ten (10) Business Days after the date of this Agreement, (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law, including substantial compliance with any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable, and (iii) take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 7.1 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date). (c) Notwithstanding anything to the contrary set forth in this Agreement, each of the Parent Entities, TRGP and the Partnership agrees to take, and to cause its respective Subsidiaries to take, any and all steps and to make, and cause to be made, any and all undertakings necessary to resolve such objections, if any, that a Governmental Authority may assert under any Antitrust Law with respect to the transactions contemplated by this Agreement (including the Transactions), and to avoid or eliminate each and every impediment under the Antitrust Laws that may be asserted by any Governmental Authority with respect to such transactions so as to enable the Closing to occur as promptly as practicable, and in any event no later than the Outside Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of any Party or any of its Subsidiaries, (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of any Party or its Subsidiaries and (z) otherwise taking or committing to take any action that after the Closing would limit Parent or its Subsidiaries’ TRGP or its Subsidiaries’ or the Partnership or its Subsidiaries’, as applicable, freedom of action with respect to, or their ability to retain or hold, one or more of their or their Subsidiaries’ (including ATLS’, the Partnership’s or their Subsidiaries’) businesses, assets, equity interests, product lines or properties, in each case as may be required in order to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations or to avoid the commencement of any action to prohibit the transactions contemplated by this Agreement or, in the alternative, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the transactions contemplated by this Agreement or delay the Closing beyond the Outside Date (each, a “Divestiture Action”); provided that none of Parent and its Subsidiaries, TRGP and its Subsidiaries or the Partnership and its Subsidiaries shall be required to take any action, or commit to take any action, or agree to any condition or limitation, in connection with the foregoing that would reasonably be expected to (i) in the case of assets, properties or business of Parent or its Subsidiaries, materially and adversely impact the business or operations of Parent and its Subsidiaries (as measured prior to the Effective Time) within any specific oil and natural gas producing basin or in any distinctive market area if outside of an oil and natural gas producing basin or (ii) in the case of assets, properties or business of the Partnership or its Subsidiaries, materially and adversely impact the business or operations of the Partnership and its Subsidiaries (as measured prior to the Effective Time) within any specific oil and natural gas producing basin or in any distinctive market area if outside of an oil and natural gas producing basin; and provided, further, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Closing or satisfaction or waiver of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action. (d) Each of the Parties hereto will use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Merger, including any proceeding initiated by a private Person, (ii) promptly inform the Other Parties of (and supply to the Other Parties) any communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Merger, (iii) permit the Other Parties to review in advance and incorporate the Other Parties’ reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the Other Parties in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority or other Person, give the Other Parties the opportunity to attend and participate in such meetings and teleconferences. Subject to Section 7.4(b), the Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.1 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the contrary set forth in this Agreement, TRGP shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws, subject to the good faith consultations with ATLS and the Partnership and the inclusion of ATLS and the Partnership at meetings with any Governmental Authority with respect to any discussion related to the Merger under the Antitrust Laws.

  • The Transactions (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Days’ prior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):