Verizon Acquisition definition
Examples of Verizon Acquisition in a sentence
If (a) the Release has not occurred on or prior to the Escrow End Date or (b) if the Company has notified the Trustee in writing of the Company’s announcement that the Verizon Purchase Agreement has been terminated or that it will not pursue the consummation of the Verizon Acquisition, the Company will redeem all of the Notes (the “Mandatory Redemption”) at the Mandatory Redemption Price.
If (a) the Release has not occurred on or prior to the Escrow End Date or (b) if the Company has notified the Trustee in writing of the Company’s -6- announcement that the Verizon Purchase Agreement has been terminated or that it will not pursue the consummation of the Verizon Acquisition, the Company will redeem all of the Notes (the “Mandatory Redemption”) at the Mandatory Redemption Price.
Upon the Initial Funding Date, Borrower shall deliver a true and complete copy of the Verizon Acquisition Documentation and, thereafter, shall promptly deliver a true and complete copy of any amendment, modification, change or consent to or regarding the Verizon Acquisition Documentation.
Promptly upon consummation of the Verizon Acquisition, the Company shall deliver to the Escrow Agent a certificate signed by an authorized officer of the Company in the form attached hereto as Exhibit B (an “Verizon Acquisition Confirmation Certificate”) certifying that the Verizon Acquisition has been consummated.
Since December 31, 2008, there shall not have occurred any event or condition materially adversely affecting the assets, taken as a whole, to be acquired by the Acquired Companies, Borrower or any other Loan Party pursuant to the Verizon Acquisition.
The Loan Parties shall give the Lenders prompt notice of any amendment, modification, change or consent or agreement to any amendment, modification, change or consent to or regarding the Verizon Acquisition Documentation effected on or prior to the Initial Funding Date.
Administrative Agent shall have received certificates of insurance incorporating the Verizon Acquisition in the form required under Subsection 2.2 and the Security Documents and otherwise in form and substance reasonably satisfactory to Administrative Agent.
Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent, that the Verizon Acquisition has been fully consummated, other than payment of the purchase price by Borrower and those conditions precedent identified in Subsection 7.2(G)(i), in accordance with the terms and conditions set forth in the Verizon Acquisition Documentation, other than as modified or waived in accordance with the provisions of this Agreement.
The Loan Parties will not amend, modify or change, or consent or agree to any amendment, modification, change or consent to or regarding, any of the terms of any Material Contracts (other than the Verizon Acquisition Documentation prior to the Initial Funding Date), except to the extent such change, amendment, modification or consent is not materially adverse to Administrative Agent or any Lender and would not otherwise have a Material Adverse Effect.
The Loan Parties shall have effectively and validly pledged and perfected the Collateral contemplated by the Security Documents and acquired pursuant to the Verizon Acquisition, including, the pledge of all of the ownership interest of the Acquired Companies and their Subsidiaries, to the extent required hereunder and under the Security Documents.