Common use of Drawdown Closings Clause in Contracts

Drawdown Closings. (i) Each closing of a Drawdown (a "Drawdown Closing") shall take place at the principal executive offices of Parent at 10:00 a.m. on the fifteenth day following the receipt by the WCAS Securityholders of a Drawdown Notice (or (x) if such day is not a Business Day, on the next succeeding Business Day and (y) if the conditions specified in Section 8.21(c)(ii)(B)-(D) are not satisfied on such date, on the first Business Day on which such conditions are satisfied), or at such other place, time or date as shall be mutually agreed upon by Parent and the WCAS Securityholders; provided that (without the consent of the WCAS Securityholders) Parent may specify in such Drawdown Notice that the applicable Drawdown Closing shall take place on any Business Day following such fifteenth day through and including the first Business Day of the first quarterly period commencing after expiration of the quarterly period in which such fifteenth day occurs; provided, further, that if a Drawdown Closing takes place on the first Business Day of such subsequent quarterly period, and such Business Day is not the first day of such quarterly period, Parent may elect to treat the Drawdown Shares issued at such Drawdown Closing as having been issued on the first day of such quarterly period. Notwithstanding the first sentence of this Section 8.21(c)(i), no Drawdown Closing shall be effected after the date that is the nineteen-month anniversary of the Closing Date. The date of each Drawdown Closing is referred to herein as a "Drawdown Closing Date." Unless mutually agreed by Parent and the WCAS Securityholders, no Drawdown Closing Date shall take place earlier than the 30th day after a prior Drawdown Closing Date. (ii) Each Drawdown Closing shall only be held if (A) Parent shall have represented and warranted (in a certificate signed by the President or any Vice President of Parent), as of the Drawdown Closing Date, to each WCAS Securityholder purchasing shares of Parent Series B Preferred Stock in such Drawdown that such shares have been duly authorized and validly issued and are fully paid and nonassessable, free and clear of all Liens other than as set forth in the Governance Agreement and the issuance thereof is not subject to any preemptive or other similar right, (B) such Drawdown would not otherwise violate or cause the violation of, any applicable law, statute, ordinance rule or regulation, (C) any applicable waiting period under the HSR Act has expired or been terminated, and (D) no material judgment, order, writ, injunction, ruling or decree of any governmental entity shall have been enacted, entered into, or enforced by any governmental entity which prohibits delivery of the shares of Parent Series B Preferred Stock; provided, however, that each of the WCAS Securityholders and Parent shall use their reasonable best efforts to (x) promptly make and process all necessary filings and applications and obtain all consents, approvals, orders, authorizations, registrations and 77 declarations or expiration or termination of any required waiting periods and to comply with all applicable laws and (y) have any such judgments, orders, writs, injunctions, rulings or decrees vacated or reversed. In the event that a Drawdown Closing is delayed pursuant to clause (B), (C) or (D) above, Parent shall not be obligated to issue any shares of Parent Series B Preferred Stock, and, subject to Section 8.21(c)(i), such Drawdown Closing shall take place on the fifteenth day (or if such day is not a Business Day, on the first Business Day following such fifteenth day) following the satisfaction of the condition specified in clause (B), (C) or (D), as the case may be.