Transaction, etc Sample Clauses

Transaction, etc. The following transactions shall be consummated:
View SourceView Similar (11)
Transaction, etc. (i) On or prior to the Effective Date, there ----------------- shall have been delivered to the Lenders copies of all Transaction Documents, all of which shall be certified by a Responsible Officer of the Borrower and/or its Subsidiaries as true and correct and be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. On the Effective Date, the Transaction shall have been consummated in accordance with the Transaction Documents and all applicable laws. All conditions to the consummation of the Transaction under the Transaction Documents and related material agreements shall have been satisfied, without waiver or modification (except with the consent of the Administrative Agent, which consent shall not be unreasonably withheld). (ii) In connection therewith, the transactions described below (and to the extent any of the other transactions described on the Sources and Uses Table attached to the Securities Purchase Agreement (and updated through the Effective Date) are to be consummated with such transactions) shall have been consummated prior to or concurrently with the funding of the initial Loans hereunder and pursuant to documents, and in a manner, reasonably satisfactory to the Administrative Agent and the Lenders: (A) the Borrower shall have received at least $1,000,000,000 in gross cash proceeds from the issuance of New Preferred Stock to the Sponsors, provided that such amount may be reduced by (x) the excess cash proceeds of dispositions of Arcadian Hotels (such reduction not to exceed $300,000,000) as more fully described in the Securities Purchase Agreement, so long as all proceeds thereof have been used to permanently repay outstandings under the Existing Credit Agreement and (y) an amount not to exceed $45,000,000 so long as the Sponsor obligated to invest such amount shall be obligated to do so within two days in a manner satisfactory to the Administrative Agent (it being agreed and understood that the failure of the Borrower to receive such amount shall be an Event of Default); (B) the Borrower shall have received at least $1,300,000,000 in gross cash proceeds from the incurrence of the Term Loans; (C) the Borrower shall have settled for cash its outstanding Existing Equity Forwards (to the extent not previously settled by the sale of Old Patriot common stock by any counterparty thereto) and repaid and/or refinanced its Indebtedness (other than Existing Indebtedness); and...
View SourceView Similar (8)
Transaction, etc. The following transactions shall have been ---------------- consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) DI Acquisition shall be merged into the Company and, as a result of such merger (A) the ▇▇▇▇ Investors shall own not less than 52% of the issued and outstanding capital stock of the Company, and (B) the Company shall have redeemed approximately 90% of its issued and outstanding capital stock (collectively with all other transactions in connection therewith including the financing thereof, the "Transaction"), all pursuant to the Transaction Documents and in ----------- form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Administrative Agent; and (ii) The Company shall have (A) at least $86,500,000 of equity (valued at the Transaction value), of which at least $48,500,000 shall be in the form of cash equity from DI Acquisition, (B) received $55,000,000 in gross cash proceeds from the issuance of the Company Zeros or bridge financing in temporary substitution therefor and (C) received $85,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes or bridge financing in temporary substitution therefor.
View SourceView Similar (3)
Transaction, etc. MDA shall not, nor shall it permit any of the Information Systems Subsidiaries to, take or fail to take any action which would cause any of MDA’s representations or warranties hereunder to be untrue in any respect or would be reasonably expected to prevent or materially impede, interfere with or delay the completion of the Transaction or which would cause the conditions set forth in Section 7.2(b) or Section 7.2(c) not to be satisfied.
View Source
Transaction, etc. The following transactions (collectively with all other transactions in connection therewith, the "Transaction") shall have been consummated: (i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares") (ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco; (iii) New Intermediate Holdco and investment funds managed by ▇▇▇▇ Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an equal number of shares of the common equity of MergerCo I; (iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by ▇▇▇▇ Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; (v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and (vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Lenders.
View Source
Transaction, etc. (i) On or prior to the Closing Date, the Borrower shall have accepted for payment, shares that have been tendered to it pursuant to the Borrower's share repurchase of up to $4,000,000,000 of its outstanding shares of common stock, all substantially in accordance with the Transaction Documentation; and (ii) the Administrative Agent shall have received satisfactory evidence that the Borrower's existing $1,500,000,000 five-year revolving credit facility shall have been terminated and all amounts thereunder shall have been paid in full.
View Source
Transaction, etc. At the meeting of the Brookline Shareholders scheduled to be held on or about September 26, 1995, including any adjournments thereof (the "Brookline Shareholders Meeting"), the Brookline Shareholders shall be asked to, among other things: (a) approve, ratify and confirm the transaction contemplated by section 2.1; (b) elect Mr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇'Kell directors of the Purchaser; and (c) approve amendments to the Purchaser's Stock Option Plan (1995), as amended, to authorize the issuance of an additional 1,800,000 Brookline Common Shares pursuant to options granted under such Plan.
View Source
Transaction, etc. The following transactions shall have been or shall concurrently be consummated: (i) The Borrowers shall have paid a dividend in an amount not to exceed $100,000,000 to Holdings and other holders of their Capital Stock; (ii) The Borrowers shall have received $50,000,000 in cash proceeds from the incurrence of the Second Lien Debt; (iii) The Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Transaction and the financing thereof shall not exceed $4,300,000; and (iv) The Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
View Source
Transaction, etc. The following transactions shall concurrently be consummated (the events described in clauses (i) through (v) below, the “Transaction”): (i) Holdings, directly or through its wholly-owned Subsidiaries, shall have acquired from the Vendors (as defined in the Acquisition Agreement), pursuant to the Acquisition Agreement, the Business, consisting of all of the issued and outstanding common stock or other equity interests of Dunlop Standard Aerospace Group (U.S.), Inc., Standard Aero Limited, Standard Aero (Asia) PTE Limited, Standard Aero (Australia) PTY Limited and Dunlop Standard Aerospace (Nederland) BV (the “Acquisition”); (ii) Holdings shall have received $212,000,000 from the proceeds of equity issued by Holdings to funds managed by the Sponsor, and such proceeds shall have been contributed to the Borrower; (iii) the Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes; (iv) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $50,000,000; and (v) The Administrative Agent shall have received satisfactory evidence that (i) the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith and (ii) a notice of redemption shall have been delivered to all holders of the Existing Notes.
View Source

Related to Transaction, etc

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • 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”).

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Related Transactions 10 4.9 Insurance.............................................................................10 4.10

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof: