Specified Acquisition Sample Clauses

Specified Acquisition. If the Company elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written notice of such election within 30 days of the consummation of the Specified Acquisition.
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Specified Acquisition. (i) The Specified Purchase Agreement shall be in full force and effect and the Administrative Agent shall have received a true, correct and fully executed copy of such document (certified by a responsible officer of Silgan to be true and correct).
Specified Acquisition. The Specified Acquisition shall have been consummated simultaneously or substantially concurrently with the funding of the Term Loan (First Draw) made on the Specified Acquisition Closing Date on the terms and conditions described in the Specified Acquisition Agreement, without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Administrative Agent and the Lenders (in their respective capacities as such) unless approved by the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) any reduction in the purchase price in connection with the Specified Acquisition Agreement, other than a reduction in accordance with the terms of the Specified Acquisition Agreement as in effect on April 3, 2022 (including without limitation, working capital adjustments), shall be deemed to be materially adverse to the interests of the Lenders, unless either such reduction of the purchase price is less than 15% of the total purchase price or, if such reduction is equal to or greater than 15% of the total purchase price, 100% of such amount is applied to reduce the amount of the Term Facility and (ii) any change, waivers or consent with respect to the definition ofBusiness Material Adverse Effect” (as defined in the Specified Acquisition Agreement) shall be deemed materially adverse to the interest of the Lenders.
Specified Acquisition. A Specified Acquisition by [Borrower or a Subsidiary of Borrower] of [Target] was consummated on [date]. The condition set forth in clause (i) of the proviso to the first paragraph of Section 5.09 of the Credit Agreement has been satisfied.]
Specified Acquisition. The Borrower has furnished Agent with true and correct copies of the material Specified Acquisition Documents. As of the Closing Date, except as would not have a Material Adverse Effect, (i) each of the representations and warranties contained in the Specified Acquisition Documents made by the Borrower and the purchaser thereunder is true and correct and (ii) to the actual knowledge of the Borrower, each of the representations and warranties contained in the Specified Acquisition Documents made by the other parties thereto, is true and correct and may be relied on by Agent and Lenders, in each case of clauses (i) and (ii), subject to scheduled exceptions thereto. As of the Closing Date, the Specified Acquisition has been consummated in accordance with the terms of the Specified Acquisition Documents in all material respects. The Specified Acquisition complies with all applicable material legal requirements in all material respects, except for Federal Cannabis Laws. All necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Loan Parties in connection with the Specified Acquisition have been duly obtained and are in full force and effect. All applicable waiting periods with respect to the Specified Acquisition have expired without any action being taken by any competent Governmental Authority that restrains, prevents or imposes material adverse conditions upon the consummation of the Specified Acquisition. The execution and delivery of the Specified Acquisition Documents do not, and the consummation of the Specified Acquisition do not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on the Loan Parties or, to the Loan Parties’ knowledge, any other party to the Specified Acquisition Documents, or result in a breach of, or constitute a default under, any Material Contract or any judgment, order or decree, to which any other party is a party or by which any other party is bound or, to the Loan Parties’ knowledge, to which any other party to the Specified Acquisition Documents is a party or by which any such party is bound, in each case except for Federal Cannabis Laws. 4.3 [Reserved]. 4.4
Specified Acquisition. The Specified Acquisition and the other Transactions shall have been consummated or, substantially concurrently with the purchase of the Notes hereunder on the Closing Date, shall be consummated, in accordance with the Specified Purchase Agreement as in effect on the Signing Date without giving effect to any amendment, restatement, waiver, consent or other modification thereto that is materially adverse to the Holders or EOC (in their capacities as such) without the prior written consent of EOC; it being understood that (i)(A) any change to the definition ofMaterial Adverse Effectcontained in the Specified Purchase Agreement shall be deemed to be materially adverse to EOC and the Holders, (B) any increase in the amount of the purchase price under the Specified Purchase Agreement (unless such increase is funded exclusively by an issuance of common equity of the Parent) shall be deemed to be materially adverse to EOC and the Holders and (C) any change in the form of the consideration for the Specified Acquisition will be deemed to be materially adverse to EOC and the Holders and (ii) any decrease in the amount of the purchase price under the Specified Purchase Agreement shall be deemed not to be materially adverse to the Holders or EOC as long as such reduction of the purchase price shall reduce the amount of proceeds of RBL Loans applied towards the purchase price for the Specified Acquisition and the payment of Transaction Expenses (if any) on a Dollar for Dollar basis.
Specified Acquisition. It is understood and agreed in connection with the Specified Acquisition, notwithstanding any provision to the contrary contained in any Loan Document, that (a) GrafTech shall become a direct Wholly-Owned Subsidiary of a newly formed person (“Newco”) that shall take the name GrafTech International Ltd. and assume all of GrafTech’s liabilities and obligations, including all those under the Loan Documents (the original GrafTech after such assumption being referred to as “Old GrafTech”), and (b) Newco shall originally be formed as a direct Wholly-Owned Subsidiary of GrafTech and shall hold directly only up to three other direct Wholly-Owned Subsidiaries (each a “New Holdco”), of which one shall merge with and into Old GrafTech and the others shall acquire Target by means of merger with one or more of the target companies in the Specified Acquisition. At all times after the consummation of the Specified Acquisition, (1) each reference herein to “GrafTech” shall mean Newco, provided that clause (b) of Section 7.08 as it applies to Newco shall also permit ownership of all the outstanding Capital Stock of each New Holdco together with activities directly related thereto, (2) Old GrafTech shall continue to be bound by all the agreements of GrafTech under the Loan Documents, (3) each of Newco and Old GrafTech shall be jointly and severally liable for each agreement of GrafTech under each Loan Document and for each of the Obligations, (4) Old GrafTech shall not be merged with or into Finance, Global or GrafTech International Holdings Inc., (5) each reference to the Subsidiaries of Global shall also include a reference to each New Holdco and its subsidiaries and (6) “Subsidiary” shall mean each New Holdco and any direct or indirect subsidiary of Global or of either New Holdco. At all times prior to the Specified Acquisition each of Newco and its subsidiaries shall conduct no business other than the execution and delivery of, and compliance with, customary documentation in connection with the Specified Acquisition. In the event that the Specified Acquisition is consummated in two transactions on different dates, the provisions of this Section 7.15 shall become applicable on the first such date.
Specified Acquisition. Notwithstanding the foregoing or anything to the contrary set forth herein, no negative covenant set forth in this Agreement shall prohibit the consummation of Specified Acquisition.
Specified Acquisition. Adjusted EBITDA” means for any period, with respect to any Acquired/Disposed Business acquired or disposed of since the beginning of such period, the EBITDA of such Acquired/Disposed Business (determined using the definition of EBITDA herein mutatis mutandis and determined, if applicable, on a Consolidated basis together with any Subsidiaries or other Consolidated entities of such Acquired/Disposed Business), calculated on a pro forma basis as if the acquisition or disposition of such Acquired/Disposed Business had occurred on the first day of such period. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.
Specified Acquisition. The Specified Acquisition shall have been consummated, or substantially simultaneously with the Credit Extension on such date shall be consummated, in all material respects in accordance with the terms of the Specified Acquisition Agreement without giving effect to any waiver or modification thereof that is materially adverse to the interests of the Specified Acquisition Loan Lenders (in their capacities as such) without the written consent of each of the Specified Acquisition Loan Lenders (it being understood and agreed that (i) any increase in the aggregate purchase price consideration to be paid under the Specified Acquisition Agreement will be deemed to not be materially adverse to the interests of the Specified Acquisition Loan Lenders, and will not require the prior written consent of the Specified Acquisition Loan Lenders, to the extent that (x) any such increase is not in excess of 10% or (y) any such increase in excess of 10% is funded solely with cash on hand or the cash proceeds of sales of common equity of the Parent, (ii) any reduction in the aggregate purchase price consideration to be paid under the Specified Acquisition Agreement will be deemed to not be materially adverse to the interests of the Specified Acquisition Loan Lenders, and will not require the prior written consent of the Specified Acquisition Loan Lenders to the extent that (x) any such reduction is not in excess of 10% or (y) any such reduction in excess of 10% shall have been (and is hereby) allocated to reduce the Specified Acquisition Tranche Commitments under the Specified Acquisition Term Loan Facility, (iii) any change to the definitions of Material Adverse Effect or Seller Material Adverse Effect (in each case, as defined in the Specified Acquisition Agreement (as in effect on the Specified Acquisition Agreement Signing Date)), the provisions of Sections 9.03, 9.04, 9.06, 9.10, 9.13 and 9.19 of the Specified Acquisition Agreement (and any related definitions insofar as they affect such Sections) shall be deemed to be material and adverse to the Specified Acquisition Loan Lenders), and (iv) a waiver by the Parent of any condition that a representation or warranty be true and correct in any respect as of the Specified Acquisition Tranche Funding Date (except for any such waiver with respect to (x) any representation or warranty that is qualified by Material Adverse Effect, Seller Material Adverse Effect or as to the absence of any Material Adverse Effect or Seller Materi...