Acquisition, etc Sample Clauses
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1) the Acquisition shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdings, and such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”);
(3) the Borrower shall have received at least $225,000,000 and €150,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes;
(4) 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 $55,000,000;
(i) The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and (ii) arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and
(6) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Subordinated Notes and (c) Indebtedness set forth on Schedule 6.01. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated Notes.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Purchaser shall acquire Target in accordance with the Purchase Agreement and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Agreement shall have been amended or waived in any respect which could reasonably be considered to be materially adverse to the Lenders without the prior written consent of the Lead Arrangers);
(ii) the Purchaser shall issue to the Sponsor, the Sellers, certain members of the Borrower’s management and/or certain co-investors reasonably satisfactory to the Administrative Agent, common equity of the Purchaser in an amount equal to at least 35% of the total capitalization of Holdings and the Borrower (the “Equity Contribution”);
(iii) the Borrower shall receive, substantially concurrently with the initial extension of credit hereunder, at least $200,000,000 in aggregate gross cash proceeds from the issuance of the Senior Notes; and
(A) The Administrative Agent shall receive satisfactory evidence that the Borrower’s Credit Agreement, dated as of March 8, 2006, as amended by the first amendment dated August 17, 2006 (the “Existing Credit Agreement”), shall be terminated and all amounts thereunder shall be paid in full; and (B) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative Agent:
(i) The acquisition by Upstate of all of the outstanding equity interests in the Target and the real property described in the Real Estate Purchase Agreement (the “Acquisition”) shall have been consummated in accordance with the respective terms of the Purchase Agreements for an aggregate purchase price not exceeding $80,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Agreement), and no provision of the Purchase Agreements shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the interests of the Borrower or the Lenders.
(A) The Administrative Agent shall have received satisfactory evidence that all commitments under the Existing Target Credit Facilities shall have been terminated and all amounts thereunder shall have been paid in full and (B) satisfactory arrangements shall have been made for the termination of (1) all Liens granted in connection therewith and (2) any other Lien relating to former Indebtedness of the Target.
Acquisition, etc. The following transactions (collectively with the initial borrowings hereunder on the Closing Date, the “Transactions”) shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Acquisition shall be consummated in accordance with applicable law and the Acquisition Agreement;
(ii) all conditions to the consummation of the Acquisition set forth in the Acquisition Documentation shall have been satisfied or waived by the Administrative Agent;
(iii) the Administrative Agent shall have received a fully executed Acquisition Agreement certified by a Responsible Officer to be a true and complete copy of the Acquisition Agreement;
Acquisition, etc. The following transactions shall have been consummated:
(i) The Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Administrative Agent shall have received satisfactory evidence thereof;
(ii) The Borrower shall have received at least $250,000,000 from the proceeds of common equity issued by the Borrower to Holdings, which shall have obtained such funds through the issuance of its common stock to the Sponsor, Control Investment Affiliates of the Sponsor and members of management of the Borrower; and
(iii) the Borrower shall have received at least $230,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Purchaser shall acquire Target in accordance with the Purchase Agreement and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Agreement shall have been amended or waived in any respect which could reasonably be considered to be materially adverse to the Lenders without the prior written consent of the Lead Arrangers);
(ii) the Purchaser shall issue to the Sponsor, the Sellers, certain members of the Borrower’s management and/or certain co-investors reasonably satisfactory to the Administrative Agent, common equity of the Purchaser in an amount equal to at least 35% of the total capitalization of Holdings and the Borrower (the “Equity Contribution”);
(iii) the Borrower shall receive, substantially concurrently with the initial extension of credit hereunder, at least $200,000,000 in aggregate gross cash proceeds from the issuance of the Senior Notes; and
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) The Purchase shall have been consummated or shall be consummated substantially simultaneously with the closing under this Agreement in accordance with the Purchase Agreement and all other related documentation, and no material provision of the Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in any manner that is adverse to the interests of the Lenders without the prior written consent of the Administrative Agent.
(ii) The Equity Financing shall have been consummated.
(iii) The Borrower shall have received at least $150,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) Borrower shall have acquired the Acquired Assets from The Pillsbury Company for a purchase price not exceeding $192,000,000 pursuant to the Acquisition Documentation, and no provision thereof shall have been waived, amended, supplemented or otherwise modified.
(ii) The Borrower shall have received additional cash equity in an amount at least equal to $35,000,000 from Holdings (which, in turn, shall have received such amount from the Sponsor and or its Control Investment Affiliates).
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Transaction shall have been consummated, and no material provision of the Acquisition Agreement or any related document shall have been waived, amended, supplemented or otherwise modified without the consent of the Administrative Agent;
(ii) the Borrower shall have paid the Retiring Partners on the Closing Date cash in an amount not exceeding an aggregate total of $35,000,000; and
(iii) the Borrower shall have deposited an amount no less than the amount designated in the Cash Collateral Agreement into the Cash Collateral Account.