Acquisition Documentation; Capitalization Clause Samples
The "Acquisition Documentation; Capitalization" clause defines the requirements and procedures for preparing, maintaining, and recording documents related to the acquisition of assets or entities, as well as how such acquisitions are reflected in the company's financial records. Typically, this clause outlines what documentation must be provided to evidence the acquisition, such as purchase agreements or closing statements, and specifies how the costs or value of the acquired assets should be capitalized on the balance sheet. Its core function is to ensure transparency and consistency in documenting acquisitions and in the financial treatment of those transactions, thereby supporting accurate financial reporting and compliance with accounting standards.
Acquisition Documentation; Capitalization. The Potential Target Acquisition shall have been consummated (i) pursuant to the Potential Target Acquisition Agreement, a substantially final draft of which, and a substantially final draft of each material document, instrument and agreement to be executed or delivered in connection therewith, shall have been reviewed to the reasonable satisfaction of Agent and (ii) on or before the Refund Date, without amendment to, or waiver of, any terms or conditions of the Potential Target Acquisition Agreement, other than any amendment or waiver which is not materially adverse to the interests of Agent or the Lenders or as to which Agent has consented in writing (such consent not to be unreasonably withheld or delayed) and Agent shall be reasonably satisfied with the ownership, management and capital structure of Borrower after giving effect to the Potential Target Acquisition. Borrower shall have collaterally assigned to Agent, as security for all Obligations, all of its rights under the Potential Target Acquisition Agreement.
Acquisition Documentation; Capitalization. The Acquisition shall have been consummated (i) pursuant to the Acquisition Agreements, a substantially final draft of each of which, and a substantially final draft of each material document, instrument and agreement to be executed or delivered in connection therewith, shall have been reviewed to the reasonable satisfaction of Agent and (ii) on or before the Closing Date, without amendment to, or waiver of, any terms or conditions of the Acquisition Agreements, other than any amendment or waiver which is not materially adverse to the interests of Agent or the Lenders or as to which Agent has consented in writing (such consent not to be unreasonably withheld or delayed) and Agent shall be reasonably satisfied with the ownership, management and capital structure of Borrower after giving effect to the Acquisition. Borrower shall have collaterally assigned to Agent, as security for all Obligations, all of its rights under the Acquisition Agreements. In connection with the foregoing, Agent shall have received evidence satisfactory to it that Borrower shall have received net cash proceeds pursuant to capital contributions in the form of equity in an aggregate amount of not less than $2,000,000.
Acquisition Documentation; Capitalization. The AZ Perio Acquisiton shall have been consummated (i) pursuant to the AZ Perio Acquisition Agreement, a substantially final draft of which, and a substantially final draft of each material document, instrument and agreement to be executed or delivered in connection therewith, shall have been reviewed to the reasonable satisfaction of Agent and (ii) on or before the Second Tranche Closing Date, without amendment to, or waiver of, any terms or conditions of the AZ Perio Agreement, other than any amendment or waiver which is not materially adverse to the interests of Agent or the Lenders or as to which Agent has consented in writing (such consent not to be unreasonably withheld or delayed) and Agent shall be reasonably satisfied with the ownership, management and capital structure of Borrower after giving effect to the AZ Perio Acquisition. AZ Perio shall have become a Guarantor and taken such other actions as set forth in clauses (vi) and (vii) of Section 6.10. Agent shall have perfected its Lien on the assets and equity interests of AZ Perio. Borrower shall have collaterally assigned to Agent, as security for all Obligations, all of its rights under the AZ Perio Acquisition Agreement.