Acquisition and Other Transactions Sample Clauses

Acquisition and Other Transactions. As of the Closing Date, the Borrowers have obtained all necessary Approvals for the Acquisition and the other Transactions and the Acquisition and other Transactions have been consummated in accordance with the Acquisition Documents and/or the Transaction Documents, as applicable.
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Acquisition and Other Transactions. (i) The Acquisition shall have been or, substantially concurrently with the initial borrowing hereunder and the issuance of the Existing Second Lien Notes, shall be, consummated in accordance with the terms of the Closing Date Acquisition Agreement, without giving effect to any modifications, amendments, waivers or consents thereto that are materially adverse to the Lenders in their respective capacities as such without the approval of the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) any decrease in the purchase price shall not be materially adverse to the Lenders, so long as any such decrease is allocated (i) first, to reduce the amount of the Closing Date Equity Issuance to the extent it exceeds 40.0% of the of the pro forma total debt and equity capitalization of Borrower and its Subsidiaries after giving effect to the Transactions and (ii) second, to reduce the amount of funded debt on the Closing Date where such reduction is allocated ratably to reduce the Closing Date Equity Issuance, the Initial Term Loans and the Existing Second Lien Notes (and with respect to the Initial Term Loans and the Existing Second Lien Notes, ratably to the Initial Term Loans and the Existing Second Lien Notes), in proportion to the actual percentages that the amount of the Closing Date Equity Issuance and Initial Term Loans and the Existing Second Lien Notes, bear to the pro forma total capitalization of Borrower and its subsidiaries after giving effect to the Transactions, (b) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is funded by the Closing Date Equity Issuance and (c) any waivers, modifications or amendments to, or in respect of, the definition of Company Material Adverse Effect shall be deemed materially adverse to the interests of the Lenders).
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Acquisition and Other Transactions. Concurrently with the disbursement of Term Loan B and the initial Advance of the Revolving Loan, the Acquisition shall have been duly consummated in accordance with the provisions of the Acquisition Agreement, and the Acquisition shall become effective in accordance with the provisions of the Acquisition Agreement, and Agent and the Lenders shall have received such certificates, opinions and other evidence with respect to the foregoing as they shall request.
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Acquisition and Other Transactions. Concurrently with the ---------------------------------- disbursement of the Loans, the Acquisition shall have been duly consummated in accordance with the provisions of the Acquisition Agreement, and the Acquisition shall become effective in accordance with the provisions of the Acquisition Agreement, and Agent and the Lenders shall have received such certificates, opinions and other evidence with respect to the foregoing as they shall request.
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Acquisition and Other Transactions. Pursuant to a Purchase Agreement (the ---------------------------------- "Purchase Agreement") to be entered into ------------------ among (a) CATS, Inc., a Pennsylvania corporation, JHS Family Partnership, a Pennsylvania limited partnership, RSS Family Partnership, a Pennsylvania limited partnership, the Dell ▇. ▇▇▇▇▇▇▇ Grandchildren's Trust, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the "Sellers") and (b) the ------- Borrower, the Borrower will acquire (the "Acquisitions") from the Sellers (i) all ------------ the outstanding capital stock of Commercial Stone Co. Inc., a Pennsylvania corporation ("CSC"), (ii) all the --- outstanding partnership interests in Commercial Aggregates Transportation and Sales, L.P., a property (collectively with CSC and CATS, the "Acquired Businesses") ------------------- specified in the Purchase Agreement, for cash consideration payable to the Sellers (the "Purchase Price") in the aggregate -------------- amount of $140,000,000 (subject to adjustment as provided in the Purchase Agreement). In connection with the Acquisitions, (a) the Borrower will obtain the senior secured credit facilities (collectively, the "Senior Facilities") described below ----------------- under the caption "Senior Facilities", (b) the Borrower will either (i) issue of less than $150,000,000 in aggregate principal amount of its senior subordinated notes (the "Senior Subordinated Notes") in a ------------------------- public offering or in a Rule 144A or other private placement or (ii) if the Borrower is unable to issue the Senior Subordinated Notes prior to the date on which the Acquisitions are consummated (the "Closing ------- Date"), borrow not less than $150,000,000 ---- in senior subordinated loans from one or more lenders under a new senior subordinated credit facility (the "Senior ------ Subordinated Facility") and, collectively --------------------- with the Senior Facilities, the "Facilities"), (c) all existing ---------- indebtedness of the Borrower and its subsidiaries (other than (i) certain indebtedness of the Borrower incurred in connection with the acquisition of certain assets of Nicks Silica Company in an aggregate amount not to exceed $1,600,000, (ii) certain capital leases in an aggregate principal amount not to exceed $200,000 and (iii) certain other limited indebtedness to be agreed upon) in an aggregate principal amount not to exceed $167,300,000 (the "Existing Indebtedness") --------------------- will be repaid in fu...
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Related to Acquisition and Other Transactions

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities and the Underwriters’ Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Agreements and Other Documents 29 3.23 Solvency....................................................................................... 29 3.24

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.