Common use of Consummation of Acquisition Clause in Contracts

Consummation of Acquisition. The Parent has delivered to the Agents complete and correct copies of the Xxxxx.xxx Acquisition Documents, including all schedules and exhibits thereto. The Xxxxx.xxx Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. DOCID - 27822767.5 - 81 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 The execution, delivery and performance of the Xxxxx.xxx Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and, to the knowledge of the Parent, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent and, to the knowledge of the Parent, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the Effective Date. Each Xxxxx.xxx Acquisition Document is the legal, valid and binding obligation of the Parent and, to the knowledge of the Parent, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the Xxxxx.xxx Acquisition Agreement have been fulfilled or (with the prior written consent of the Agents) waived, no Xxxxx.xxx Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any Xxxxx.xxx Acquisition Document. The Parent has delivered to the Agents complete and correct copies of the CBG Acquisition Documents, including all schedules and exhibits thereto. The CBG Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the CBG Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent or the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the First Amendment Effective Date. Each CBG Acquisition Document is the legal, valid and binding obligation of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the CBG Acquisition Agreement have been fulfilled (or with the prior written consent of the Agents, waived), no CBG Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent or the BVI Borrower, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any CBG Acquisition Document.

Consummation of Acquisition. The Parent has delivered to the Agents complete and correct copies of the Xxxxx.xxx Acquisition Documents, including all schedules and exhibits thereto. The Xxxxx.xxx Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. DOCID - 27822767.5 - 81 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 The execution, delivery and performance of the Xxxxx.xxx Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and, to the knowledge of the Parent, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent and, to the knowledge of the Parent, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the Effective Date. Each Xxxxx.xxx Acquisition Document is the legal, valid and binding obligation of the Parent and, to the knowledge of the Parent, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the Xxxxx.xxx Acquisition Agreement have been fulfilled or (with the prior written consent of the Agents) waived, no Xxxxx.xxx Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any Xxxxx.xxx Acquisition Document. The Parent has delivered to the Agents - 84 - complete and correct copies of the CBG Acquisition Documents, including all schedules and exhibits thereto. The CBG Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the CBG Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent or the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the First Amendment Effective Date. Each CBG Acquisition Document is the legal, valid and binding obligation of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the CBG Acquisition Agreement have been fulfilled (or with the prior written consent of the Agents, waived), no CBG Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent or the BVI Borrower, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any CBG Acquisition Document.

Consummation of Acquisition. The Parent has delivered Section 6.01(z) of the Financing Agreement is hereby amended by adding the following language to the Agents complete and correct copies of the Xxxxx.xxx Acquisition Documents, including all schedules and exhibits thereto. The Xxxxx.xxx Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating end thereof to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. DOCID - 27822767.5 - 81 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 The execution, delivery and performance of the Xxxxx.xxx Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and, to the knowledge of the Parent, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent and, to the knowledge of the Parent, on behalf of any other Person party thereto is required for the consummation of such sale other than such read in its entirety as have been obtained on or prior to the Effective Date. Each Xxxxx.xxx Acquisition Document is the legal, valid and binding obligation of the Parent and, to the knowledge of the Parent, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the Xxxxx.xxx Acquisition Agreement have been fulfilled or (with the prior written consent of the Agents) waived, no Xxxxx.xxx Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any Xxxxx.xxx Acquisition Document. follows: “The Parent has delivered to the Agents complete and correct copies of the CBG Acquisition Documents, including all schedules and exhibits thereto. The CBG Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the CBG Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent or the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the First Amendment Effective Date. Each CBG Acquisition Document is the legal, valid and binding obligation of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the CBG Acquisition Agreement have been fulfilled (or with the prior written consent of the Agents, waived), no CBG Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent or the BVI Borrower, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any CBG Acquisition Document.” (x)Section 6.01. Section 6.01 of the Financing Agreement is hereby amended by adding a new clause to the end thereof to read in its entirety as follows: “(dd)

Consummation of Acquisition. The Parent has As of the Closing Date, the Enertel Acquisition shall have been consummated in accordance with the terms and conditions of the Acquisition Documents and all applicable laws. All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the consummation of the Enertel Acquisition. As of such Closing Date, there does not exist any judgment, order, or injunction prohibiting the consummation of the Enertel Acquisition, or the making of the Term Loan or the performance by any Loan Party of its respective obligations under the Transaction Documents. Except for changes which are reasonably acceptable to the Administrative Agent and the Majority Lenders, the Acquisition Agreement (and all exhibits and schedules thereto) shall be in the form delivered to the Agents complete Administrative Agent and correct copies of the Xxxxx.xxx Acquisition Documents, including all schedules and exhibits thereto. The Xxxxx.xxx Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. DOCID - 27822767.5 - 81 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 The execution, delivery and performance of the Xxxxx.xxx Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and, to the knowledge of the Parent, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent and, to the knowledge of the Parent, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or Lenders prior to the Effective Date. Each Xxxxx.xxx The Acquisition Document is Documents (and the legaltransactions contemplated thereby) shall have been duly approved by the boards of directors and, valid and binding obligation if required by applicable law, the stockholders of the Parent andparties thereto, to and all Acquisition Documents shall have been duly executed and delivered by the knowledge parties thereto and shall be in full force and effect. Each of the Parent, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the Xxxxx.xxx obligation of the parties to consummate the Enertel Acquisition as set forth in the respective Acquisition Agreement shall have been fulfilled satisfied to the satisfaction of the Administrative Agent and the Majority Lenders, or (waived with the prior written consent of the Agents) waived, no Xxxxx.xxx Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any Xxxxx.xxx Acquisition Document. The Parent has delivered to the Agents complete and correct copies of the CBG Acquisition Documents, including all schedules and exhibits thereto. The CBG Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the CBG Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent Administrative Agent and the BVI Borrower and, to the knowledge of the Parent Majority Lenders and the BVI Borrower, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent or the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on behalf of any other Person party thereto is required for the consummation of such sale other than such as Enertel Acquisition shall have been obtained on or prior to the First Amendment Effective Date. Each CBG Acquisition Document is the legal, valid and binding obligation of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, each other Person party thereto, enforceable against each such Person consummated in accordance with its terms. All conditions precedent the Acquisition Documents (without giving effect to any amendment or modification of the CBG respective Acquisition Agreement have been fulfilled (or waiver with respect thereto unless consented to by the prior written consent of Administrative Agent and the AgentsMajority Lenders) and all applicable laws, waived), no CBG Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent or the BVI Borrower, any other Loan Party, the Agents or the Lenders, rules and there has been no breach of any material term or condition of any CBG Acquisition Documentregulations.

Consummation of Acquisition. The Parent has delivered Section 6.01(z) of the Financing Agreement is hereby amended by adding the following language to the Agents complete and correct copies of the Xxxxx.xxx Acquisition Documents, including all schedules and exhibits thereto. The Xxxxx.xxx Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating end thereof to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. DOCID - 27822767.5 - 81 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 The execution, delivery and performance of the Xxxxx.xxx Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and, to the knowledge of the Parent, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent and, to the knowledge of the Parent, on behalf of any other Person party thereto is required for the consummation of such sale other than such read in its entirety as have been obtained on or prior to the Effective Date. Each Xxxxx.xxx Acquisition Document is the legal, valid and binding obligation of the Parent and, to the knowledge of the Parent, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the Xxxxx.xxx Acquisition Agreement have been fulfilled or (with the prior written consent of the Agents) waived, no Xxxxx.xxx Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any Xxxxx.xxx Acquisition Document. follows: “The Parent has delivered to the Agents complete and correct copies of the CBG Acquisition Documents, including all schedules and exhibits thereto. The CBG Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the CBG Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on the part of each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority on behalf of the Parent or the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, on behalf of any other Person party thereto is required for the consummation of such sale other than such as have been obtained on or prior to the First Amendment Effective Date. Each CBG Acquisition Document is the legal, valid and binding obligation of the Parent and the BVI Borrower and, to the knowledge of the Parent and the BVI Borrower, each other Person party thereto, enforceable against each such Person in accordance with its terms. All conditions precedent to the CBG Acquisition Agreement have been fulfilled (or with the prior written consent of the Agents, waived), no CBG Acquisition Document has been amended or otherwise modified in a manner adverse to the Parent or the BVI Borrower, any other Loan Party, the Agents or the Lenders, and there has been no breach of any material term or condition of any CBG Acquisition Document.”