Permitted Acquisition amend the definition of Permitted Acquisition in Clause 1.1 (Definitions):
Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person's Affiliates or Associates) which agreement has been approved by the Board of Directors of the Company prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.
Refinancing (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, the unutilized portion of the Revolving Commitments or the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(b)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
Cooperation with Financing Prior to the Closing, Sellers shall provide reasonable cooperation, and shall cause the Companies and their respective Representatives to provide reasonable cooperation, to Acquiror, its Affiliates and their respective Representatives in connection with the Debt Financing as may be reasonably requested by Acquiror, including by (i) participating at meetings, drafting sessions, presentations, road shows, and rating agency and due diligence sessions and meetings with prospective Lenders, (ii) furnishing Acquiror and its Lenders as promptly as reasonably practicable with financial and other information regarding the Companies as shall exist and be reasonably requested by Acquiror or its Lenders, including such financial and other information required by or provided for in the Debt Commitment Letters, (iii) reasonably assisting Acquiror and its Lenders in the preparation of (A) offering documents, private placement memoranda, bank information memoranda (and to the extent necessary, a bank information memorandum that does not include material non public information), prospectuses and similar documents for any portion of the Debt Financing (including marketing, syndication, arrangement of, and/or satisfying the conditions to the Debt Financing), and (B) materials for rating agency presentations, including in each case by providing in timely fashion any comments thereto and any information requested for inclusion therein, (iv) reasonably cooperating with the marketing efforts of Acquiror and its Lenders for any portion of the Debt Financing, (v) reasonably cooperating with Acquiror’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing, (vi) using reasonable best efforts to assist Acquiror in obtaining accountants’ comfort letters and consents, legal opinions, landlord waivers and estoppels, and non-disturbance agreements as reasonably requested by Acquiror or its Lenders, (vii) giving Acquiror and its Lenders and their respective Representatives reasonable access to the offices, properties, books, records and other information of the Companies, including, if and to the extent required to facilitate (A) the grant by Acquiror at or after the Closing of security in any collateral as may be required by the Debt Commitment Letter and (B) the satisfaction by Acquiror of the closing conditions set forth in the Debt Commitment Letter, (viii) executing and delivering any guarantees, pledge and security documents, credit agreements, purchase agreements, indentures, notes, mortgages, other definitive financing documents, existing insurance documentation, existing surveys and certificates (including a solvency certificate of the chief financial officer of the Companies substantially in the form attached to the Debt Commitment Letter), and other documents, in each case, as may be reasonably requested by Acquiror in connection with the marketing syndication and arrangement of and/or the satisfying of the conditions to the Debt Financing, (ix) facilitating the pledging, or the reaffirmation of the pledge, of collateral effective on or after the Closing (including cooperation in connection with the payoff or release of existing Indebtedness of the Companies (if requested by Acquiror) and causing the release of all Liens on the equity interests and assets of the Companies), (x) satisfying the obligations set forth in Schedule 5.5(a), and (xi) furnishing Acquiror and its Lenders promptly (and in any event within the time period required by the Debt Commitment Letters) with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, provided, in each case, that (A) irrespective of the above, no obligation of the Sellers or any Company under any guarantee, pledge or security documents, credit agreements, notes, mortgages, other definitive financing documents, certificates, instruments or other documents shall be effective until the Closing and none of the Sellers or any Company shall be required to take any action thereunder or in connection therewith that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would be effective prior to the Closing, (B) none of the Companies shall be required to incur any Liability in connection with the Debt Financing prior to the Closing, (C) the directors, managers and general partners of the Companies as of immediately prior to the Closing shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, and (D) except as expressly provided above, neither the Sellers nor any Company shall be required to take any corporate actions prior to the Closing to permit the consummation of the Debt Financing. Sellers and Tomkins hereby expressly authorize the use of the Audited Financial Statements and other financial information provided hereunder for purposes of the Financing and, subject to Schedule 5.5(b), Sellers do not have knowledge of any limitation on the use of the Audited Financial Statements required by Deloitte & Touche LLP in connection with the Debt Financing. Without limiting or amending any rights to indemnification or other rights or remedies that any Acquiror Indemnified Party may have hereunder, Acquiror shall indemnify and hold harmless the Sellers, the Companies and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them to third parties in connection with the arrangement of the Debt Financing (other than for the avoidance of doubt costs of cooperating with the Debt Financing, which are covered in the next sentence), except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties were caused by (A) historical information relating to, or other information furnished in writing by or on behalf of, Sellers, the Companies, their respective Affiliates or their respective Representatives, or (B) the intentional misconduct of Seller, its Affiliates or any of their respective Representatives. Acquiror shall, promptly upon Sellers’ request, reimburse Sellers for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by Sellers or the Companies in cooperating with the Debt Financing, and, to the extent Acquiror does not reimburse the Sellers or the Companies, as the case may be, for any such cost or expense on or prior to the date of the Closing Statement, the Companies shall be deemed to have a current asset in the amount of such unreimbursed costs and expenses; provided that for the avoidance of doubt, delivery of Audited Financial Statements and other financial information and taking of actions pursuant to Section 5.6(a) shall not be subject to reimbursement under this last sentence of Section 5.5.
Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the shares of Common Stock or equity-linked securities, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues shares of Common Stock or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the shares of Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.
Agreement in Connection with Initial Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.
Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.
Acquisition of Assets The Issuer will not, nor will it permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement or (ii) that is a lease, license, or other contract or permit, if the grant of a lien or security interest in any of the Securitization Entities’ right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Base Indenture and the Guarantee and Collateral Agreement (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law.
Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.