Tender Offer Materials means the Tender Offer Statement on Schedule TO with respect to the Tender Offer by a member of the Group, filed with the SEC pursuant to the Exchange Act in the manner set forth in the Acquisition Agreement, which will contain as exhibits, among other things, an offer to purchase and forms of the related letter of transmittal, summary advertisement, and form of notice of guaranteed delivery together with all exhibits, supplements and amendments thereto.
The Tender Offer shall have been consummated in all respects in accordance with the Tender Offer Materials.
The Borrower shall have repurchased not less than a majority in principal amount of the Existing Notes in accordance with the Debt Tender Offer Materials.
The Tender Offer Materials, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact (known to Company or any of its Subsidiaries, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.
Company shall cause the Merger to be consummated in accordance with the terms and conditions of the Merger Agreement and the Tender Offer Materials and shall cause each of the conditions set forth in subsection 4.2 to be fulfilled as soon as practicable and, in any event, no later than 150 calendar days after the Closing Date.
Agents shall have received copies of all Tender Offer Materials and other documents in connection therewith filed with the Securities and Exchange Commission and the Tender Offer Materials shall be reasonably satisfactory in form and substance to Agents and Requisite Lenders (it being understood that the Tender Offer Materials as in effect on August 28, 1998 are so satisfactory).