Whitewash Clause Samples
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Whitewash. Holdings shall procure that each Target Whitewash Company shall and their respective shareholders shall:
(i) duly pass such resolutions as shall be required in accordance with Section 60 of the Companies ▇▇▇ ▇▇▇▇ (the “Target Whitewash Procedures”) in relation to the guarantee, security and related arrangements which it is proposed be entered into by the Acquired Business (including, without limitation, the matters contemplated by the Target Whitewash Documents to which such Target Whitewash Company incorporated in Ireland is a party) (such guarantee, Security and related arrangements, hereinafter referred to in this paragraph (b) as the “financial assistance”);
(ii) satisfy the requirements of Section 60(2) to (11) (inclusive) of the Companies ▇▇▇ ▇▇▇▇ (or such equivalent provisions) in relation to the giving of the financial assistance;
(iii) following compliance with the Target Whitewash Procedures relating to it:
Whitewash. A waiver being granted by the Panel of the obligations which may otherwise arise pursuant to Rule 9 of the Takeover Code for certain lenders of the Company to make a general offer to the Plan Investor Stockholders for all the issued ordinary shares in the capital of the Plan Investor as a result of the distribution of the Closing Shares to such lenders following the issuance thereof to the Company as contemplated hereby, and such waiver being approved by the Plan Investor Stockholders by a resolution duly passed by the requisite majority of Plan Investor Stockholders entitled to vote on such resolution pursuant to the Takeover Code and any requirement or direction issued by the Panel in connection therewith.
Whitewash. Prior to (a) any election to convert an unreimbursed drawing under any Loan Note Guaranty into Tranche B Loans or Tranche B Other Currency Loans as contemplated in clause (b) Section 2.7.1, (b) any refinancing of the Loan Notes with proceeds of Tranche B Loans or Tranche B Other Currency Loans, or (c) in the event the Loan Notes have not been defeased or repaid in full (other than in accordance with clause (b) above), December 31, 2004, the U.S. Borrower agrees that it will procure that Boxmore, and Boxmore agrees that it (to the extent required by law), will:
(i) complete the relevant financial assistance whitewash procedures under Article 161-168 of the Companies (Northern Ireland) Order 1986 or, as the case may be, under any other applicable law; and
(ii) deliver any documents, filing statements, agreements, instruments, opinions and other evidence that the Administrative Agent may reasonably require in connection with such procedures, and take all further action that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the foregoing. The U.S. Borrower and the U.K. Borrowers will instruct their auditors to carry out all necessary reviews to meet this timetable and will keep the Administrative Agent informed as to the progress with the satisfaction of the requirements set out herein. $$/BREAK/$$END
Whitewash. Within one Business Day of the Closing Date, all requirements of Sections 151 through 158 of the Companies ▇▇▇ ▇▇▇▇ (England) necessary to permit the Foreign Guarantors organized under the laws of the England and Wales and Ireland, to which such requirements are applicable, to enter into the Foreign Guarantees and Foreign Security Documents to which they are parties shall have been satisfied.
Whitewash. Certified copies of all special resolutions, statutory declarations and auditors’ reports required by sections 155 to 158 of the Companies ▇▇▇ ▇▇▇▇ to enable the relevant Acceding Obligor (if the Target or a Subsidiary of the Target) to accede to the Senior Facilities Agreement as a Guarantor and to provide any security that may be required, together with a