Examples of CorpAcq Holdco in a sentence
Such Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Closing Seller Share Consideration and Closing Seller Class C-2 Consideration and has had full access to such other information concerning the Company and CorpAcq Holdco and their respective subsidiaries as such Seller has requested.
Since January 1, 2021 through the date of this Agreement, there have been no proceedings by CorpAcq Holdco or any of its Subsidiaries pending against any other Person, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Prior to the Closing Date, CorpAcq Holdco shall, and shall cause each of its Subsidiaries to, obtain any consents or waivers necessary to approve the Transactions as required under the terms of any Contracts relating to the Alcentra Credit Agreement or any other Indebtedness for borrowed money to which CorpAcq Holdco or its Subsidiaries are a party as at the date of this Agreement and the Closing Date.
The Company undertakes that it shall, and CorpAcq Holdco undertakes to cause the Company to, seek confirmation prior to the Closing from the UK Takeover Panel that (a) the UK Takeover Code will not apply to the transfers pursuant to the CorpAcq Sale and, if applicable, the Drag Along Sale; and (b) that none of the transactions contemplated by the Transaction Agreements will give rise to an obligation on any person to make a mandatory offer for the shares in the Company under Rule 9 of the UK Takeover Code.
Such Seller is the record and beneficial owner of, and has good and valid title to, its respective CorpAcq Holdco Ordinary Shares, free and clear of all Liens (other than restrictions on transfer arising pursuant to applicable federal and state Laws).
Such Company Refinancing shall be for the benefit of the Company or CorpAcq Holdco and its Subsidiaries and established on reasonable and mutually agreeable terms.
Except for any Permitted Liens (i) there are no contractual or legal restrictions that prevent CorpAcq Holdco or its Significant Subsidiaries from using any Real Property for its current use (which remains in accordance with any stipulations or restrictions that such Real Property is subject to).
Notwithstanding the foregoing, in no event shall CCVII, CorpAcq Holdco, the Company, Merger Sub or any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which CorpAcq Holdco or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Subject to appropriate confidentiality protections and applicable Antitrust Laws, each Party shall promptly furnish to the Company, CorpAcq Holdco and CCVII such necessary information and reasonable assistance as the Company, CorpAcq Holdco and CCVII may reasonably request in connection with the foregoing.
Each of the Company and CorpAcq Holdco shall use their best efforts to procure that the CorpAcq Preferred Redemption is undertaken as soon as possible following the CCVII Stock Repurchase and the Company’s receipt of the CorpAcq Preferred Redemption Amount.