Common use of Target Acquisition Clause in Contracts

Target Acquisition. (A) The Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in accordance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by MLPFS (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of MLPFS (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiaries.

Target Acquisition. Prior to or substantially concurrently with the initial Borrowing and the issuance of the 2018 Senior Notes, if any, (Aas defined in the Amended and Restated Credit Agreement) The and/or any borrowing under the Bridge Facility, if any, (as defined in the Amended and Restated Credit Agreement), if applicable, on the Acquisition Closing Date, the Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, been consummated in accordance with the terms of the Target Acquisition Merger Agreement and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Parent nor any affiliate thereof shall have consented to any action which would require the consent of the Parent or such affiliate under the Merger Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in any such case without giving effect the prior written consent of the Arrangers (as defined in the Amended and Restated Credit Agreement) (such consent not to be unreasonably withheld) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent thereunder that is materially (a) decreases the purchase price in respect of the Target Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Merger Agreement shall be deemed to be adverse to the interests of the Lenders unless such amendment or modification is approved by MLPFS (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lendersa material respect, (iib) any reduction increase in the purchase price in connection with respect of the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders in any material respect, so long as such reduction increase is allocated to reduce funded solely by the amount issuance of the Incremental Term FacilityParent of common equity, or (iiic) any reduction modifies the so-called “Xerox” provisions of the Merger Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and third party beneficiary status for the benefit of the Lenders (as defined in the purchase price in connection with the Target Acquisition Merger Agreement) and their respective affiliates shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of MLPFS (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be a material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiariesrespect).

Target Acquisition. (A) The Target Acquisition shall have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in accordance with the terms of the Target Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by MLPFS the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” (as defined in the Target Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of MLPFS the Lead Arranger (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiaries.

Target Acquisition. The Agent shall have received the following documents evidencing the Target Acquisition, each of which shall be in form and substance satisfactory to the Agent: (Ai) On the Closing Date, NCO Group shall deliver a schedule listing all material documents in connection with the Target Acquisition, including an acquisition letter agreement ("Acquisition Documents"), which schedule shall be revised by NCO Group as documents are added or deleted. The Agent shall be satisfied with all Acquisition Documents, and, if not previously delivered, the Acquisition Documents shall be delivered in final form to the Agent as promptly as possible following the date hereof. No Acquisition Document accepted by Agent may be amended, modified or supplemented, nor may any of its terms or conditions in favor of NCO Group be waived, and the tender offer, merger and other transactions contemplated thereunder shall take place in strict compliance therewith. (ii) Satisfactory evidence of completion of the conditions precedent to the Target Acquisition shall have beenbut for the payment of the purchase price including evidence that NCO Group has not waived any conditions precedent under the Acquisition Documents without the prior written consent of the Agent. (iii) Satisfactory evidence that all corporate governmental, or shall concurrently judicial and third party consents and approvals necessary in connection with the funding of the Incremental Term Facility will be, consummated in accordance with the terms consummation of the Target Acquisition (including without limitation consents and approvals required under or referred to in the Acquisition Agreement) shall have been obtained and, as applicable, become final orders (without giving effect to imposition of any amendment, modification, waiver or consent thereunder conditions that is materially adverse are not satisfactory to the interests Lenders) and shall remain in full force and effect. Without limiting the generality of the Lenders unless such amendment foregoing, all appropriate filings shall have been made under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the applicable waiting periods relating thereto shall have expired or modification is approved by MLPFS been terminated without requests for additional information from the reviewing agencies. (such approval not to be unreasonably withheld, delayed iv) Satisfactory evidence that NCO Group or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) amendments, waivers and other changes to the definition of “Material Adverse Change” Bidco (as that term is defined in the Acquisition Agreement) shall have the unrestricted right to designate and cause to be elected a majority of the Trustees of the voting trust which controls a subsidiary to be acquired in connection with the Target Acquisition. (v) In connection with the Target Acquisition Agreement)for each acquired US company, and consents and requests given or made an executed Security Agreement from the appropriate Person pursuant to such definition shall in which each case be deemed to be materially adverse grants to the interests Agent (on behalf of the Lenders) a blanket lien on all business assets (excluding cash held for clients), including but not limited to accounts receivable, inventory, general intangibles and equipment, now owned or hereafter acquired. (iivi) A pledge agreement duly executed by any reduction US Borrower which owns stock in the purchase price a foreign company acquired in connection with the Target Acquisition shall not be deemed to be materially adverse pledging to the interests Agent (on behalf of the Lenders so long as such reduction is allocated to reduce the amount Lenders) at least 65% of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the interests stock of the Lenders so long as such reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of MLPFS (not to be unreasonably withheld, conditioned or delayed) and (iv) any increase in the purchase price in connection with the Target Acquisition shall not be deemed to be material and adverse to the interests of the Lenders to the extent that such increase is funded with cash on the balance sheet of the Company or any of its Subsidiariescompany.