Common use of Consummation of Transaction Clause in Contracts

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent and (iv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Agent. The Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules thereto.

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; , all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; , and the Administrative Agent shall be satisfied that (i) the Equity Investors Parent shall have contributed (directly or indirectly) at least received approximately $150 100 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in to the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on Notes, (iii) the tender offer to repurchase the Acquired Company's outstanding 9-5/8% senior subordinated notes due 2008 shall have been consummated in accordance with the terms of that are reasonably satisfactory certain Offer to Purchase and Consent Solicitation Statement dated August 15, 2001 and the Agent documents related thereto and (iv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, (A) the contribution described in clause (i) above shall constitute at least 22% of the total capitalization of the Borrower, (B) the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1, and (C) the aggregate outstanding principal amount of all Funded Indebtedness of the Consolidated Parties (other than Indebtedness arising under this Credit Agreement and the Subordinated Notes) shall not exceed $12 million. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived in any material respect or any material condition therein waived, such case in a manner adverse to the Lenders without the prior written consent of the Administrative Agent. The Administrative Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent Borrower as true and complete, of the Subordinated Debt Indenture Note Purchase Agreement as originally executed and delivered, together with all exhibits and schedules thereto.

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Unit Purchase Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer Buyer under the Merger Unit Purchase Agreement shall have been satisfiedsatisfied in all material respects; and (i) the Equity Investors shall have invested at least $175,000,000 in cash (of which at least $150,000,000 shall be from the Sponsor) in Holdings LLC pursuant to the Unit Purchase Agreement and such amount shall have been contributed (directly or indirectly) at least $150 million to the Parent Borrower; (ii) the common and preferred units of which, at least $125 million Holdings LLC issued pursuant to the Transaction shall have been contributed by not contain mandatory redemption provisions or require the Sponsor) and that immediately thereafter payment of dividends prior to the Parent shall have contributed such amount, net day which is 91 days after the final scheduled maturity date of reasonable expenses payable to third partiesthe Credit Facilities except in kind or, in the Borrower case of such preferred units, upon the occurrence of a change in exchange for common control; (iii) the Capital Stock of the Borrower, Borrower shall consist of a single class of common stock; (iiiv) existing shareholders of the Acquired Company 11 7/8% Senior Subordinated Indenture shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable been amended pursuant to the AgentConsent Solicitation in order to permit the Transaction, (iii) the Borrower shall have received gross proceeds of at least $200 million from Credit Facilities and the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent other Credit Documents; and (ivv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, the Consolidated Parties shall have no Indebtedness or Qualified Preferred Stock except for Indebtedness permitted under Section 8.1. The Merger Administrative Agent shall have received a copy, certified by an Executive Officer of the Borrower as true and complete, of each of the Unit Purchase Agreement and each Purchase Related Agreement, each as originally executed and delivered, together with all exhibits and schedules, none of which shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed 11 7/8% Senior Subordinated Indenture, the 12 1/4% Senior Subordinated Indenture and deliveredthe GLK Note, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture each as originally executed and delivered, together with all exhibits and schedules thereto.