Ranger Acquisition Clause Samples

Ranger Acquisition the Merger Agreement shall be in full force and effect, and the Ranger Acquisition shall have been consummated (or substantially simultaneously with such Drawdowns shall be consummated) in all material respects in accordance with the terms of the Merger Agreement and without any material amendment, modification or waiver thereof, or material consent thereunder, in each case, if such amendment, modification, waiver or consent would be adverse to the interests of the Lenders in any material respect and has not been consented to by the Lead Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed, and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same; provided that any amendment, modification, waiver or consent with respect to (i) the definition of “Company Material Adverse Effect” (as such term is defined in the Merger Agreement) which increases in any material respect any of the exclusions in such definition, (ii) the “Outside Date” (as defined in the Merger Agreement) which extends such date (excluding, for certainty, the automatic extension provision in existence on the date of the Commitment Letter), (iii) the financing-related matters provisions in section 6.1(b)(xi) or 6.20 of the Merger Agreement which reduces any of Ranger’s material obligations thereunder or (iv) the exculpation and non-recourse provisions in section 9.13 or 9.14 of the Merger Agreement will, in each case, be deemed to be adverse to the interests of the Lenders in a material respect; provided further that any change to the Share Consideration (as defined in the Merger Agreement) will be deemed not to be adverse to the interests of the Lenders in any material respect;