Conditions Precedent to Credit Extensions on the Closing Date Sample Clauses

Conditions Precedent to Credit Extensions on the Closing Date. The agreement of each Lender to make Credit Extensions on the Closing Date is subject solely to the satisfaction or waiver by the Administrative Agent, prior to or concurrently with the making of the Credit Extensions on the Closing Date, of the following conditions precedent (the making of such initial Credit Extensions by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):

Conditions Precedent to Credit Extensions on the Closing Date. The obligations of the Lenders to make Credit Extensions on the Closing Date is subject solely to the satisfaction or waiver by the Original Lead Arrangers (other than the conditions precedent described in Section 3.01(e) and Section 3.01(f), which can only be waived by each of the Lead Arrangers), prior to or concurrently with the making of the Credit Extensions on the Closing Date, of the following conditions precedent (the making of such initial Credit Extensions by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent): (a) The Merger shall have been consummated, or will be consummated substantially concurrently with the initial borrowing under one or more Facilities, in each case, in all material respects in accordance with the terms of the Merger Agreement, after giving effect to any modifications, amendments or waivers thereto, other than those modifications, amendments or waivers by the Initial Borrower that are materially adverse to the Lenders, in their capacity as such, unless consented to by the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned), provided that in each case each Lead Arranger shall be deemed to have consented to such amendment, waiver or modification unless it shall object in writing thereto within two business days of receipt of written notice of such amendment, waiver or modification, and provided, further, that (i) any reduction in the purchase price under the Merger Agreement (or amendment, waiver or modification to the Merger Agreement related thereto) of up to 15% of the total purchase price will be deemed not to be materially adverse to the Lenders so long as such reduction is allocated (A) first, to reduce the amount of the Equity Contribution to the extent it exceeds the minimum amount set forth in the definition thereof and (B) second, unless the Lead Arrangers otherwise consent, to reduce (1) the amount of funded debt on the Closing Date under the Term Facility and (2) the Equity Contribution on a pro rata basis, (ii) any increase in the purchase price will be deemed to be not materially adverse to the Lenders so long as such increase is funded by an increase in the Equity Contribution, amounts available to be drawn under the Facilities or cash on hand at the Company or any of its subsidiaries, (iii) the granting of any consent under the Merger Agreement that is not materially adverse to the interests of the Lenders will not otherwise constit...