Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 221 Section 11.02 Reference to Closing Date 221 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending Corp. (“Goldman”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
Acquisition Matters. In consideration for your obligations hereunder, and provided that (i) you remain employed by the Company through the date of the closing (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger dated on or about October 6, 2011 (the “Merger Agreement”, and the consummation of the transaction contemplated by such Merger Agreement, the “Acquisition”), by and among Solutia Inc. (the “Acquirer”), Backbone Acquisition Sub, Inc., and the Company; and (ii) this Agreement becomes effective pursuant to its terms, then:
Acquisition Matters. (i) Each of the Offer to Purchase, the Merger Agreement shall have remained in full force and effect and shall not have been amended, supplemented, waived or otherwise modified in any material respect (other than to the extent the Offer to Purchase is supplemented to extend the final date for the Tender Offer Purchase to a date not later than November 30, 1997), and the conditions to the Tender Offer Purchase set forth in the Offer to Purchase shall not have been waived, in each case without the prior written consent of the Syndication Agent; (ii) the Tender Offer shall have been made in accordance with applicable law and the Offer to Purchase and shall not have been terminated or expired without extension in accordance therewith; (iii) the Specified Number of Shares shall have been tendered and not withdrawn pursuant to the Tender Offer; and (iv) the capital structure, corporate structure, ownership and management of each Loan Party as contemplated after giving effect to the Tender Offer and as contemplated by the Merger Agreement shall be substantially as described to the Syndication Agent in writing prior to the Commitment Letter Date, and the sources and uses of funds for the Tender Offer and the Merger shall be as set forth on Schedule 4.1(b).
Acquisition Matters. If an Acquisition Event, as hereinafter defined, ------------------- occurs, the following provisions shall apply to the Employee:
Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 173 Section 11.02 Reference to Closing Date 173 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Note Exhibit G Form of Non‑Bank Certificate Exhibit H Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made among Par Technology Corporation, a Delaware corporation (the “Borrower”), each of the Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto and Owl Rock First Lien Master Fund, L.P. (“Owl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
Acquisition Matters. (a) The Parent shall have entered into voting support agreements with all directors of Aastra.
Acquisition Matters. 74 6.24 Full Disclosure......................................................74
Acquisition Matters. The Company has delivered to the Agent true, complete and correct copies of the Acquisition Documents (including all schedules, exhibits, annexes, amendments, supplements, modifications and all other documents delivered pursuant thereto or in connection therewith). The Acquisition Documents as originally executed and delivered by the parties thereto have not been amended, waived, supplemented or modified without the consent of the Agent. The representations and warranties of Oshkosh Group BV, Oshkosh European Holdings SL and the Company set forth therein and, to the knowledge of the Company on the date of this Agreement, the representations and warranties of the other parties set forth therein are true and correct in all material respects as of the date thereof. On the date of this Agreement, none of Oshkosh Group BV, Oshkosh European Holdings SL, the Company nor any other party to any of the Acquisition Documents is in default in the performance of or compliance with any provisions under the Acquisition Documents. Subject to the funding of the Loans, hereunder, the Geesink Acquisition has been consummated in accordance with applicable laws and regulations. As of the date of this Agreement, there has been no material adverse change in the business, assets, liabilities (actual or contingent) operations, condition (financial or otherwise) or prospects of the Acquired Companies taken as a whole, as measured against the financial statements of the Acquired Companies as of March 31, 2001. The consummation of the Geesink Acquisition (including the related Investments, incurrence of Indebtedness and other aspects of such acquisition) do not breach, conflict with or contravene the Senior Subordinated Indenture or the notes issued thereunder or any other material Contractual Obligation of the Company or its Subsidiaries (other than Non-Material Foreign Subsidiaries).
Acquisition Matters a. Consultant may present potential acquisition candidates (each, an “Acquisition Target”) to the Company for review. If the Company does not enter into discussions with the Acquisition Target or its representatives (including its attorneys, accountants, bankers or other agents) within 90 days, Consultant will have the right to pursue the Acquisition Target itself or present the Acquisition Target to other parties.
Acquisition Matters. (a) The Acquisition (other than the Merger) shall have been duly consummated; the aggregate purchase price for shares of Valley Forge, when taken together with any merger consideration payable in respect of the Merger to any holders of the capital stock of Valley Forge and all Indebtedness assumed or refinanced in connection with the Acquisition, shall not exceed the sum of (a) $88,500,000 PLUS (b) the amount of the New Equity; and the Agent shall be satisfied that the Merger shall occur promptly after the Closing Date.
