TCC Merger means the merger of Parent and TCC Merger Sub pursuant to the TCC Merger Agreement, the result of which Parent shall be the surviving corporation and TCC shall own 100% of the outstanding Ownership Interests of Parent.
Subject to the terms, and on the conditions, of this Amendment, Lender hereby consents, without representation, warranty or recourse, to the TCC Merger and the Debt Transfer.
I understand that, pursuant to the terms and subject to the conditions of that certain Agreement and Plan of Merger (the "Merger Agreement") by and among TCC, Continuum Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of TCC ("Merger Sub"), and Hogan Systems, Inc., a Delaware corporation ("HSI"), Merger Sub will be merged with and into HSI (the "Merger") at the Effective Time (as defined in the Merger Agreement).
At the Closing, Buyer shall pay to the Paying Agent, by wire transfer of immediately available funds to an account designated by the Paying Agent no later than two business days prior to the Closing Date, an amount equal to the Merger Consideration (it being understood that Buyer shall have separately paid the BC Stock Purchase Consideration and the TCC Merger Consideration pursuant to the BC Stock Purchase Agreement and the TCC Merger Agreement, respectively).
Borrower and Parent have requested that Lender consent to the TCC Merger and the Debt Transfer.
Lender shall have received, in each case in form and substance acceptable to Lender in its sole discretion, fully executed copies of: (a) the TCC Merger Agreement, (b) the Little Harbor Debt Repayment Agreement and the other Little Harbor Subordinated Debt Documents, and (c) all documents, instruments, and agreements executed and/or delivered by any Loan Party pursuant to, or in connection with, the Debt Transfer.