Common use of Specified Acquisition Clause in Contracts

Specified Acquisition. The Specified Acquisition shall have been consummated simultaneously or substantially concurrently with the funding of the Term Loan (First Draw) made on the Specified Acquisition Closing Date on the terms and conditions described in the Specified Acquisition Agreement, without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Administrative Agent and the Lenders (in their respective capacities as such) unless approved by the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) any reduction in the purchase price in connection with the Specified Acquisition Agreement, other than a reduction in accordance with the terms of the Specified Acquisition Agreement as in effect on April 3, 2022 (including without limitation, working capital adjustments), shall be deemed to be materially adverse to the interests of the Lenders, unless either such reduction of the purchase price is less than 15% of the total purchase price or, if such reduction is equal to or greater than 15% of the total purchase price, 100% of such amount is applied to reduce the amount of the Term Facility and (ii) any change, waivers or consent with respect to the definition of “Business Material Adverse Effect” (as defined in the Specified Acquisition Agreement) shall be deemed materially adverse to the interest of the Lenders.

Specified Acquisition. The Specified Acquisition shall have been consummated simultaneously or substantially concurrently with the funding of the Term Loan (First Draw) made on the Specified Acquisition Closing Date on the terms and conditions described in the Specified Acquisition Agreement, without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Administrative Agent and the Lenders (in their respective capacities as such) unless approved by the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) any reduction in the purchase price in connection with the Specified Acquisition Agreement, other than a reduction in accordance with the terms of the Specified Acquisition Agreement as in effect on April 3, 2022 (including without limitation, working capital adjustments), shall be deemed to be materially adverse to the interests of the Lenders, unless either such reduction of the purchase price is less than 15% of the total purchase price or, if such reduction is equal to or greater than 15% of the total purchase price, 100% of such amount is applied to reduce the amount of the Term Facility and (ii) any change, waivers or consent with respect to the definition of “Business 106 Material Adverse Effect” (as defined in the Specified Acquisition Agreement) shall be deemed materially adverse to the interest of the Lenders.