Common use of Acquisition Clause in Contracts

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Capital Stock of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity Interests of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially concurrently Concurrently with the Borrowing first Credit Event hereunder and the issuance or release from escrow (as applicable) of 2015 Term Loans hereunderthe 2013 Senior Notes, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Arrangement Agreement shall not have been altered, amended or otherwise modified changed or supplemented or any provision or condition therein waived, and neither the Borrower and/or Acquisition Sub Parent nor any Affiliate thereof shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub the Parent or such Affiliate under the Acquisition Arrangement Agreement, if such alteration, amendment, modificationchange, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, supplement, amendment, modification, supplement or express waiver or consent granted by that (a) decreases the Borrower or Acquisition Sub under the Acquisition Agreement that results purchase price in a reduction in the amount described in Section 2 respect of the Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Arrangement Agreement shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any increase in the “Purchase Price”) not to exceed $100 million purchase price in respect of the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders in any material respect, any so long as such reduction in increase is funded solely by the Purchase Price shall be applied to reduce issuance of the 2015 Term LoansParent of common equity, or (bc) any alterationmodifies the so-called “Xerox” provisions of the Arrangement Agreement providing protection with respect to exclusive jurisdiction, amendmentwaiver of jury trial, modificationliability caps and third party beneficiary status for the benefit of the Administrative Agent, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under Lead Arrangers, the Acquisition Agreement that results in an increase in the Purchase Price Lenders and their respective Affiliates shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesLenders in a material respect).

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the Borrowing initial fundings of 2015 the Initial Term Loans hereundershall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition DocumentationTransaction Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented after giving effect to any action which would require modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be Parent that are materially adverse to the interests of the Lenders (in their capacities as such), unless consented to in any such case without writing by the prior written consent of the Administrative Agent Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Joint Lead Arrangers shall be deemed to have consented to such modification, amendment, consent or waiver (whether proposed or executed) (unless they object thereto in writing within 2 Business Days of receipt of written notice of such modification, amendment, consent or waiver); it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by substantive change to the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction definition of Material Adverse Effect (as defined in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Transaction Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided thatadverse, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase reduction in the Purchase Price Total Consideration (as defined in the Transaction Agreement) of less than 15% or in accordance with the Transaction Agreement (including pursuant to any purchase price and/or working capital (or similar) adjustment provision set forth in the Transaction Agreement) shall be deemed not to be materially adverse, (c) any other reduction in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the interests Equity Financing and the Initial Term Loans on a pro rata, dollar-for-dollar basis and (d) any increase in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such increase is funded by cash of the Lenders; provided thatTarget, any such increases shall be funded solely by the issuance by Irish Holdco proceeds of common equity Permitted Equity or cash otherwise amounts available to Irish Holdco be drawn under the Revolving Credit Facility on the Closing Date or such increase is pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Transaction Agreement. For the avoidance of its subsidiaries)doubt, it is acknowledged and agreed that a waiver of the Minimum Cash Condition (as set forth in Section 11.03(d) of the Transaction Agreement) is permitted.

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the The Acquisition shall be consummated substantially concurrently with any initial funding of the Revolving Loans and/or the issuance (or release from escrow, if applicable) of the Secured Notes in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied to reduce the 2015 Term LoansCash Equity Financing and the principal amount of the Secured Notes on a ratable basis, or (bx) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such increases shall be increase is not funded solely by the issuance by Irish Holdco with indebtedness for borrowed money or disqualified stock of common equity or cash otherwise available to Irish Holdco Holdings or any of its subsidiariessubsidiaries (other than borrowings under this Agreement), (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days of receipt of written notice of such waiver or amendment.

Acquisition. Substantially (i) The Borrower shall have confirmed to the Agent that the Amendment No. 1 Acquisition shall have been, or shall concurrently with the Borrowing funding of 2015 Term Loans hereunderthe 2020 DDTL Facility be, (i) the Acquisition shall be consummated in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Amendment No. 1 Acquisition Agreement, if such alteration, but without giving effect to any amendment, modification, supplement, waiver or other modification or consent would be that is materially adverse to the interests of the 2020 DDTL Lenders (in their capacities as such), in any such case without unless consented to by the prior written consent of the Administrative Agent Amendment No. 1 Lead Arrangers (such consent not to be unreasonably US-DOCS\113406393.17 withheld, delayed conditioned or conditioned) (delayed), it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction increase in the amount described in Section 2 of purchase price for the Amendment No. 1 Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not only be deemed to be materially adverse to the interests 2020 DDTL Lenders so long as such purchase price increase is funded with additional indebtedness for borrowed money or preferred stock or other “disqualified equity”, (x) any decrease in the purchase price for the Amendment No. 1 Acquisition (other than any post-closing adjustments to the DDTL Funding Date purchase price, in each case, pursuant to the express provisions of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the draft Acquisition Agreement that results in an increase in the Purchase Price referred to above) shall be deemed not to be materially adverse to the interests 2020 DDTL Lenders unless the 2020 DDTL Facility is reduced pro rata based on the percentage of the Lenders2020 DDTL Facility comprising the purchase price for the Amendment No. 1 Acquisition; provided thatand (y) any modification, any such increases change, amendment, waiver or consent in respect of the definition of “Material Adverse Effect” shall be funded solely by deemed to be materially adverse to the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)2020 DDTL Lenders.

Acquisition. Substantially concurrently The Acquisition shall have been consummated, or substantially simultaneously with the Borrowing issuance and sale of 2015 Term Loans hereunder, (i) the Acquisition Preferred Stock and the borrowings under the Delayed Draw Term Loans, shall be consummated consummated, in accordance with the terms and conditions of the Acquisition DocumentationMerger Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented without giving effect to any action which would require modifications, amendments, consents or waivers thereto by the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver Corporation or consent would be its Subsidiaries that are materially adverse to the interests of the Lenders (in their capacities as such), in any such case Holders without the prior written consent of the Administrative Agent (Required Holders, such consent not to be unreasonably withheld, delayed or conditioned) conditioned (it being understood and agreed that (ai) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the purchase price of, or consideration for, the Acquisition under the Merger Agreement shall not be deemed materially adverse to the interests of the Holders so long as any reduction reduces the amount described in Section 2 of the Delayed Draw Term Loans and the amount of the Acquisition Preferred Stock ratably, (ii) any increase in the cash purchase price of, or consideration for, the Acquisition under the Merger Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed materially adverse to the interests of the Holders so long as any such increase is funded solely by an increase in the Equity Contribution and (iii) any amendment to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of the LendersHolders. Notwithstanding the foregoing, without the prior written consent of Ares the Corporation shall not have elected to increase the “Cash Consideration Amount” (as defined in the Merger Agreement) pursuant to the proviso in the definition thereof; provided that, any that in lieu of the payment of such reduction additional Cash Consideration Amount the Merger Agreement may be amended to provide for payment of such additional amount in the Purchase Price shall be applied to reduce form of a preferred stock of the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse Corporation which ranks junior to the interests of Senior Preferred Stock and is on terms satisfactory to the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Investors.

Acquisition. Substantially concurrently Concurrently with the Borrowing initial funding of the 2015 Incremental Term Loans hereunderB Loans, (i) the Par Acquisition shall be have been consummated in accordance accordance, in all material respects, with the terms and conditions of the Par Acquisition Documentation, and the Agreement. The Par Acquisition Agreement shall not have been altered, amended or otherwise modified changed or supplemented or any provision or condition therein waivedwaived by Parent, and neither the Borrower and/or Acquisition Sub Parent nor any affiliate thereof shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub the Parent or such affiliate under the Acquisition Agreement, if such alteration, amendment, modificationchange, supplement, waiver or consent would be materially adverse to the interests of the 2015 Lead Arrangers or the Lenders (party to this Incremental Amendment in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent 2015 Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, supplement, amendment, modification, supplement or express waiver or consent granted that (a) decreases the purchase price in respect of the Par Acquisition by 10% or more other than purchase price adjustments pursuant to the Borrower or Acquisition Sub under express terms of the Par Acquisition Agreement that results shall be deemed to be adverse to the interests of the Lenders party hereto in a reduction material respect, (b) increases the purchase price in the amount described in Section 2 respect of the Par Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders party hereto so long as such increase is funded solely by the issuance of common equity of the Parent or cash on hand of the Parent and its subsidiaries and (c) modifies the so-called “Xerox” provisions of the Par Acquisition Agreement providing protection with respect to exclusive jurisdiction, any such reduction in waiver of jury trial, liability caps, restrictions on certain amendments, and third party beneficiary status for the Purchase Price shall be applied to reduce benefit of the Administrative Agent, the 2015 Term LoansLead Arrangers, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price Lenders party hereto and their respective affiliates shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesLenders party hereto in a material respect).

Acquisition. Substantially The Acquisition shall have been or, substantially concurrently with the Borrowing making of 2015 Term the Loans hereunderunder this Agreement shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition DocumentationAgreement (without giving effect to any modifications, and the Acquisition Agreement shall not have been alteredconsents, amended amendments or otherwise modified or supplemented or any provision or condition therein waived, and waivers by the Borrower and/or Acquisition Sub (or one of its affiliates) thereto that in each case are materially adverse to the interests of the Lenders or the Joint Lead Arrangers, in their capacities as such (it being understood and agreed that (i) an increase to the purchase price shall be deemed not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders or the Joint Lead Arrangers so long as such increase is funded with common equity, (in their capacities as such), in any such case without ii) a decrease to the prior written consent purchase price of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million more than 10% purchase price shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders or the Joint Lead Arrangers and shall not require the consent of the Joint Lead Arrangers if the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility are reduced dollar for dollar (with such dollar-for-dollar reduction applied ratably as between the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility, and among the Aggregate Commitments, pro rata between the Aggregate Tranche 1 Commitments and Aggregate Tranche 2 Commitments) and (iii) any such reduction change in the Purchase Price shall be applied to reduce definition of “Material Adverse Effect on the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under Company” in the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests Lenders and the Joint Lead Arrangers, in their capacities as such), unless the Joint Lead Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed)), in each case, other than such conditions that by their nature are to be satisfied upon the closing of such transaction, have been satisfied or waived or are expected to be satisfied and waived on the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Closing Date.

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the Borrowing initial borrowing of 2015 the New Term Loans hereundershall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions Acquisition Agreement. No provision of the Acquisition DocumentationAgreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the New Term Loan Lender (in its capacity as such) without the consent of the Lead Arranger (as defined in the Commitment Letter (as defined below)) (not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arranger shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i)(x) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, be deemed to be material and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities New Term Loan Lender so long as such), in any such case without reduction is applied (1) first, to reduce Cash Consideration (as defined in the prior written consent Commitment Letter) to $0 and (2) thereafter, to reduce the New Term Loans and (y) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Administrative Agent (New Term Loan Lender so long as such consent purchase price increase is not to be unreasonably withheld, delayed or conditioned) funded with additional indebtedness (it being understood and agreed that (a) any alterationno purchase price, amendment, modification, supplement working capital or express waiver or consent granted by the Borrower or Acquisition Sub under similar adjustment provisions set forth in the Acquisition Agreement that results in shall constitute a reduction or increase in the amount described purchase price) and (ii) any change to the definition of Company Material Adverse Effect (as defined in Section 2 of the Acquisition Agreement (the “Purchase Price”as in effect November 4, 2015) not to exceed $100 million shall not be deemed to be materially adverse to the interests New Term Loan Lender and shall require the consent of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or Lead Arranger (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided thatunreasonably withheld, any such increases shall be funded solely by the issuance by Irish Holdco of common equity delayed, denied or cash otherwise available to Irish Holdco or any of its subsidiariesconditioned).

Acquisition. Substantially The Laminar Acquisition shall have been immediately prior to or, substantially concurrently with the Borrowing of 2015 borrowing under the 2022 Incremental Term Loans hereunderFacility shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Laminar Acquisition Agreement, if such alterationwithout giving effect to any modifications, amendmentamendments, modification, supplement, waiver supplements or consent would be waivers or consents by the Company (or one of its affiliates) thereto that are materially adverse to the interests of Lead Arrangers or the 2022 Incremental Term Lenders (in their respective capacities as such), in any such case ) without the prior written consent of the Administrative Agent Lead Arrangers (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); provided that such consent shall be deemed granted if the Lead Arrangers do not respond within three (3) Business Days (as defined in the Laminar 7 Sealed Air – Amendment No. 1 and Incremental Assumption Agreement Acquisition Agreement as in effect on October 31, 2022) (it being understood and agreed that any change to the definition of Material Adverse Effect (a) as defined in the Laminar Acquisition Agreement as in effect on October 31, 2022), shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders, any alteration, amendment, waiver of the requirement to obtain the Debt Releases shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders and any modification, supplement amendment or express waiver or consent granted consents by the Borrower Company (or Acquisition Sub under the Acquisition Agreement one of its affiliates) that results in a an increase or reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million purchase price shall not be deemed to not be materially adverse to the interests of the Lenders; provided that, 2022 Incremental Term Lenders so long as any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases purchase price shall be funded solely by the issuance by Irish Holdco of with cash on hand or additional common equity (it being understood and agreed that no purchase price, working capital or cash otherwise available to Irish Holdco similar adjustment provisions set forth in the Laminar Acquisition Agreement as in effect on October 31, 2022 shall constitute a reduction or any of its subsidiariesincrease in the purchase price).

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity InterestsCapital Stock of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the initial Borrowing of 2015 Term Loans hereunderunder this Agreement shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions Acquisition Agreement. No provision of the Acquisition DocumentationAgreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) without the consent of the Lead Arranger and Bookrunner (not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arranger and Bookrunner shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, be deemed to be material and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities so long as such), in any such case without reduction is applied to (x) first reduce the prior written consent Equity Contribution on a dollar-for-dollar basis until the Equity Contribution has been reduced to 30% of the Administrative Agent Capitalization Amount and (such consent not y) thereafter, after giving effect to the application of the reduction of the purchase price in clause (x) above, reduce the Equity Contribution and each of the Initial Term Loans and the Senior Notes on a pro rata basis, (ii) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be unreasonably withheld, delayed or conditioned) not material and adverse to the interests of the Lenders so long as such purchase price increase is not funded with additional Indebtedness (it being understood and agreed that (a) any alterationno working capital, amendment, modification, supplement purchase price or express waiver or consent granted by the Borrower or Acquisition Sub under similar adjustment provisions set forth in the Acquisition Agreement that results in shall constitute a reduction or increase in the amount described purchase price), and (iii) any change to the definition of Company Material Adverse Effect (as defined in Section 2 of the Acquisition Agreement (as in effect on the “Purchase Price”date hereof) not to exceed $100 million shall not be deemed to be materially adverse to the interests Lenders and shall require the consent of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or Lead Arranger and Bookrunner (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided thatunreasonably withheld, any such increases shall be funded solely by the issuance by Irish Holdco of common equity delayed, denied or cash otherwise available to Irish Holdco or any of its subsidiariesconditioned).