Examples of Italian Target in a sentence
The Italian Target Stock Purchase Transaction will be effected, closed and consummated pursuant to, and in accordance with, the terms and conditions of the Italian Target Stock Purchase Agreement and with all applicable Laws.
Notwithstanding the foregoing, all items taken into account in the Purchase Price adjustment in accordance with Section 2.04 shall not be adjusted to reflect the exclusion of the assets of the Italian Target at the Closing but shall be reflected as if the transfer of the Italian Target shall have occurred at the Closing.
Notwithstanding the foregoing, upon closing and consummation of the Italian Target Stock Purchase Transaction, the $4,000,000 limitation on Foreign Intercompany Indebtedness shall be increased to Twenty-two Million Dollars ($22,000,000) if and to the extent the Borrower makes loans and advances to the Italian Holding Company to finance the Italian Target Stock Purchase Transaction.
The Collateral Agent shall have received (a) all of the original stock certificates, if any, of (i) each Subsidiary Guarantor and (ii) if the Italian Target Stock Purchase Transaction is being consummated concurrently or prior to the date hereof, the Italian Holding Company and each Italian Target and (b) fully executed irrevocable stock powers from the holders of all such stock certificates.
The BofA Agent and the Agent have received true and correct photocopies of the Italian Target Stock Purchase Agreement and each of the other Italian Target Stock Purchase Documents, executed, delivered and/or furnished on or before the date of this Agreement in connection with the Italian Target Stock Purchase Transaction.
The Borrower has furnished to the Agent a pro-forma consolidated balance sheet of the Borrower and the Subsidiaries as of end of the most recent fiscal month giving effect to the Italian Target Stock Purchase Agreement Transaction and the transactions incident thereto (the "Pro-forma Balance Sheet") together with pro-forma financial projections of the Parent for the five-year period subsequent to the Italian Target Stock Purchase Transaction (the "Pro-forma Financial Projections").
The Borrower, the Seller and all other necessary Persons, as appropriate, have made such filings as may be required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and have provided such supplemental information, if any, that may be required by such Act, with respect to the acquisition contemplated by the Italian Target Stock Purchase Transaction.
The Pro-forma Balance Sheet is correct and complete, has been prepared in accordance with GAAP, and fairly presents in all material respects the consolidated financial condition of the Borrower and the Subsidiaries as of the end of the most recent fiscal month giving effect to the Italian Target Stock Purchase Transaction, after giving effect to the Italian Target Stock Purchase Transaction and the transactions incident thereto.
The BofA Agent and the Agent shall have received copies of all consents, licenses and approvals, required in connection with the execution, delivery, performance, validity and enforceability of the Financing Documents, and, if the Italian Target Stock Purchase Transaction is being consummated concurrently or prior to the date hereof, the Italian Target Stock Purchase Documents, and such consents, licenses and approvals shall be in full force and effect.
The Pro-forma Financial Projections represent the best estimate of the future operations of the Parent (assuming the Italian Target Stock Purchase Transaction is consummated) and are based on reasonable and conservative assumptions, but do not constitute a guaranty of actual performance.