Consummation of Acquisition. On or prior to the Restatement Effective Date, (i) there shall have been delivered to the Administrative Agent and the Banks true and correct copies of all Acquisition Documents, certified as such by an officer of Holdings, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, (ii) the Acquisition, including all of the terms and conditions thereof, shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Restatement Effective Date, (iv) each of the conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Documents shall have been satisfied, and not waived except with the consent (which will not be unreasonably withheld) of each Agent and the Required Banks, to the satisfaction of each Agent and the Required Banks, (v) all Liens or Indebtedness to be incurred or assumed in connection with the Acquisition shall be otherwise permitted under this Agreement (including without limitation Sections 9.01 and 9.04), (vi) the Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, consummated in accordance with the Acquisition Documents and all applicable law (excluding immaterial violations of law which could not reasonably be expected to have, in 41 the aggregate for all such violations, a material adverse effect on the Acquisition or on the operations, financial condition or prospects of Holdings and its Subsidiaries taken as a whole).
Appears in 1 contract
Consummation of Acquisition. On or prior to the Restatement Effective Date, (i) there The Acquisition shall have been delivered consummated (or shall be consummated substantially contemporaneously) for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent and the Banks true and correct copies of all Acquisition DocumentsAgent, certified as such by an officer of Holdings, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, (ii) the Acquisition, including all no provision of the terms and conditions thereof, Merger Agreement shall have been duly approved by the requisite boards of directors and waived, amended, supplemented or otherwise modified in a manner that would have a Company Material Adverse Effect (if required by applicable law) the requisite shareholders and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (iii) the representations and warranties set forth as defined in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Restatement Effective Date, (ivMerger Agreement) each of the conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Documents shall have been satisfied, and not waived except with the consent (which will not be unreasonably withheld) of each Agent and the Required Banks, to the satisfaction of each Agent and the Required Banks, (v) all Liens or Indebtedness to be incurred or assumed in connection with the Acquisition shall be otherwise permitted under this Agreement (including without limitation Sections 9.01 and 9.04), (vi) the Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, consummated in accordance with the Acquisition Documents and all applicable law (excluding immaterial violations of law which could not reasonably be expected to have, in 41 the aggregate for all such violations, a material adverse effect on the Acquisition or on the properties, business, operations, prospects or condition (financial condition or prospects otherwise) of Holdings the Borrower and its Restricted Subsidiaries taken as a wholewhole or the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received (or shall receive substantially contemporaneously) the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or as the Administrative Agent may reasonably request (including, without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated 48 therein, as applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Consummation of Acquisition. On or prior to the Restatement Effective Date, (i) there shall have been delivered to the Administrative Agent Agents and the Banks Lenders true and correct copies of all Acquisition Documents, certified as such by an officer of Holdingsthe Borrower, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required BanksAgents, (ii) the Acquisition, including all of the terms and conditions thereof, shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Restatement Effective Date, (iv) each of the conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Documents shall have been satisfiedsatisfied in all material respects, and not waived except with the consent (which will not be unreasonably withheld) of each Agent and the Required BanksAgents, to the satisfaction of each Agent and the Required BanksAgents, (v) all Liens or Indebtedness to be incurred or assumed in connection with the Acquisition of SMI and its Subsidiaries shall be repaid and all Liens relating thereto shall have been terminated pursuant to termination agreement satisfactory in form and substance to the Agents unless otherwise permitted under this Agreement (including without limitation Sections 9.01 and 9.04)Credit Agreement, (vi) the Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, consummated in all material respects in accordance with the Acquisition Documents and all applicable law (excluding immaterial violations of law which could not reasonably be expected to have, in 41 the aggregate for all such violations, a material adverse effect on the Acquisition or on the operations, financial condition or prospects of Holdings the Borrower and its Subsidiaries taken as a whole).
Appears in 1 contract
Consummation of Acquisition. On or prior to the Restatement Effective Date, (i) there The Acquisition shall have been delivered (or shall be simultaneously) consummated for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent and the Banks true and correct copies of all Acquisition DocumentsAgent, certified as such by an officer of Holdings, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, (ii) the Acquisition, including all no provision of the terms and conditions thereof, Merger Agreement shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders and all Acquisition Documents shall waived, amended, supplemented or otherwise modified in a manner that could have been duly executed and delivered by the parties thereto and shall be in full force and effect, (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Restatement Effective Date, (iv) each of the conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Documents shall have been satisfied, and not waived except with the consent (which will not be unreasonably withheld) of each Agent and the Required Banks, to the satisfaction of each Agent and the Required Banks, (v) all Liens or Indebtedness to be incurred or assumed in connection with the Acquisition shall be otherwise permitted under this Agreement (including without limitation Sections 9.01 and 9.04), (vi) the Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, consummated in accordance with the Acquisition Documents and all applicable law (excluding immaterial violations of law which could not reasonably be expected to have, in 41 the aggregate for all such violations, a material adverse effect on the interests of the Lenders or the Borrower, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or on as the operationsAdministrative Agent may reasonably request (including, financial condition or prospects of Holdings without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries taken and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated therein, as a whole)applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Consummation of Acquisition. On or prior to the Restatement Effective Date, (i) there shall have been delivered to the Administrative Agent and the Banks true and correct copies of all Acquisition Documents, certified as such by an officer of Holdings, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, (ii) the The Acquisition, including all of the terms and conditions thereof, shall have been duly approved authorized by the requisite boards Board of directors Directors and (if required by applicable law) the requisite shareholders of the parties to the Acquisition Documents, the waiting period under the HSR Act applicable to the Acquisition shall have terminated, and all concurrently with the making of the Term Loan, (i) the Acquisition Documents shall have been duly executed consummated pursuant to the Acquisition Documents (without any further amendment or modification thereto that is materially adverse to the Borrower without the consent of the Agents), and delivered all conditions precedent to the obligations of the Borrower to the consummation of the Acquisition shall have been satisfied (or, with the prior written consent of Agents, waived by the parties thereto Borrower), (ii) Borrower shall have purchased pursuant to the Acquisition Agreement (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of the Agents), and shall be have become the owner, free and clear of all Liens other than Permitted Liens, of all of the “Units” and “Warrants” (as such terms are defined in full force and effectthe Acquisition Agreement) for a cash purchase price payable at closing not in excess of $128,000,000 (plus a cash balance of up to $150,000), (iii) the representations and warranties set forth proceeds of the Term Loan shall have been contemporaneously applied in full to pay the Purchase Price payable pursuant to the Acquisition Documents Agreement for such Units and Warrants, and the closing and other costs relating thereto, which closing and other costs, aggregated with the costs payable on the Effective Date hereunder, shall be true in no event exceed $6,500,000, and correct in all material respects as if made on and as of the Restatement Effective Date, (iv) each of the conditions precedent to the consummation Borrower and Selling Parties shall have fully performed all of the Acquisition as set forth in obligations to be performed by it under the Acquisition Documents shall have been satisfied, and not waived except with Agreement as of the consent (which will not be unreasonably withheld) of each Agent and the Required Banks, to the satisfaction of each Agent and the Required Banks, (v) all Liens or Indebtedness to be incurred or assumed in connection with the Acquisition shall be otherwise permitted under this Agreement (including without limitation Sections 9.01 and 9.04), (vi) the Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, consummated in accordance with the Acquisition Documents and all applicable law (excluding immaterial violations of law which could not reasonably be expected to have, in 41 the aggregate for all such violations, a material adverse effect on the Acquisition or on the operations, financial condition or prospects of Holdings and its Subsidiaries taken as a whole).
Appears in 1 contract
Consummation of Acquisition. On or As of the Closing Date, the Enertel Acquisition shall have been consummated in accordance with the terms and conditions of the Acquisition Documents and all applicable laws. All applicable waiting periods with respect thereto have or, prior to the Restatement Effective time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the consummation of the Enertel Acquisition. As of such Closing Date, there does not exist any judgment, order, or injunction prohibiting the consummation of the Enertel Acquisition, or the making of the Term Loan or the performance by any Loan Party of its respective obligations under the Transaction Documents. Except for changes which are reasonably acceptable to the Administrative Agent and the Majority Lenders, the Acquisition Agreement (iand all exhibits and schedules thereto) there shall have been be in the form delivered to the Administrative Agent and the Banks true and correct copies of all Acquisition Documents, certified as such by an officer of Holdings, all of which shall be in form and substance reasonably satisfactory Lenders prior to the Agents Effective Date. The Acquisition Documents (and the Required Banks, (iitransactions contemplated thereby) the Acquisition, including all of the terms and conditions thereof, shall have been duly approved by the requisite boards of directors and (and, if required by applicable law) , the requisite shareholders stockholders of the parties thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Restatement Effective Date, (iv) each . Each of the conditions precedent to the consummation obligation of the parties to consummate the Enertel Acquisition as set forth in the respective Acquisition Documents Agreement shall have been satisfied, and not waived except with the consent (which will not be unreasonably withheld) of each Agent and the Required Banks, satisfied to the satisfaction of each the Administrative Agent and the Required BanksMajority Lenders, (v) all Liens or Indebtedness to be incurred or assumed in connection waived with the Acquisition shall be otherwise permitted under this Agreement (including without limitation Sections 9.01 consent of the Administrative Agent and 9.04), (vi) the Majority Lenders and the Enertel Acquisition shall have been, or shall substantially contemporaneously (and in any event on the Restatement Effective Date) be, been consummated in accordance with the Acquisition Documents (without giving effect to any amendment or modification of the respective Acquisition Agreement or waiver with respect thereto unless consented to by the Administrative Agent and the Majority Lenders) and all applicable law (excluding immaterial violations of law which could not reasonably be expected to havelaws, in 41 the aggregate for all such violations, a material adverse effect on the Acquisition or on the operations, financial condition or prospects of Holdings rules and its Subsidiaries taken as a whole)regulations.
Appears in 1 contract
