Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 215212 Section 11.02 Reference to Closing Date 215212 ANNEXES Annex A Commitments SCHEDULES Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of November 13, 2017, is made among Juno Merger Sub, Inc., a Minnesota corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, JAMF Holdings, Inc., a Minnesota corporation (“JAMF” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto Xxxxx Capital Markets LLC (“Xxxxx”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
Acquisition Matters. In consideration for your obligations hereunder, and provided that (i) you remain employed by the Company through the date of the closing (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger dated on or about October 6, 2011 (the “Merger Agreement”, and the consummation of the transaction contemplated by such Merger Agreement, the “Acquisition”), by and among Solutia Inc. (the “Acquirer”), Backbone Acquisition Sub, Inc., and the Company; and (ii) this Agreement becomes effective pursuant to its terms, then:
Acquisition Matters. (i) Each of the Offer to Purchase, the Merger Agreement shall have remained in full force and effect and shall not have been amended, supplemented, waived or otherwise modified in any material respect (other than to the extent the Offer to Purchase is supplemented to extend the final date for the Tender Offer Purchase to a date not later than November 30, 1997), and the conditions to the Tender Offer Purchase set forth in the Offer to Purchase shall not have been waived, in each case without the prior written consent of the Syndication Agent; (ii) the Tender Offer shall have been made in accordance with applicable law and the Offer to Purchase and shall not have been terminated or expired without extension in accordance therewith; (iii) the Specified Number of Shares shall have been tendered and not withdrawn pursuant to the Tender Offer; and (iv) the capital structure, corporate structure, ownership and management of each Loan Party as contemplated after giving effect to the Tender Offer and as contemplated by the Merger Agreement shall be substantially as described to the Syndication Agent in writing prior to the Commitment Letter Date, and the sources and uses of funds for the Tender Offer and the Merger shall be as set forth on Schedule 4.1(b).
Acquisition Matters. If an Acquisition Event, as hereinafter defined, occurs, the following provisions shall apply to the Employee:
Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 181 Section 11.02 Reference to Closing Date 181 ANNEXES Annex A Commitments SCHEDULES Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates EXHIBITS Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Note Exhibit G Form of Non-Bank Certificate Exhibit H Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of May 22, 2019, is made among 2U, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto and Owl Rock Capital Corporation (“Owl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
Acquisition Matters a. Consultant may present potential acquisition candidates (each, an “Acquisition Target”) to the Company for review. If the Company does not enter into discussions with the Acquisition Target or its representatives (including its attorneys, accountants, bankers or other agents) within 90 days, Consultant will have the right to pursue the Acquisition Target itself or present the Acquisition Target to other parties.
Acquisition Matters. (a) The Acquisition (other than the Merger) shall have been duly consummated; the aggregate purchase price for shares of Valley Forge, when taken together with any merger consideration payable in respect of the Merger to any holders of the capital stock of Valley Forge and all Indebtedness assumed or refinanced in connection with the Acquisition, shall not exceed the sum of (a) $88,500,000 PLUS (b) the amount of the New Equity; and the Agent shall be satisfied that the Merger shall occur promptly after the Closing Date.
Acquisition Matters. .. 46 Section 4.16 Foreign Assets Control Regulations, etc................... 46 Section 4.17 Licenses.................................................. 46
Acquisition Matters. (a) Upon payment of the purchase price under the Purchase Agreement, the Acquired Assets (such terms being used in this Section as defined in the Purchase Agreement) and have been validly assigned to, and assumed by, the purchaser therein, free and clear of any Liens, other than Liens which are permitted herein or in the Security Documents..
Acquisition Matters. (a) The Acquisition Documents shall be in form and substance satisfactory to the Arrangers (and each of the Arrangers hereby agree that the Acquisition Agreement dated February 28, 2015 is acceptable to it), which Acquisition Agreement will provide, without limitation that:
