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SEC Filings

8-K
MEDPACE HOLDINGS, INC. filed this Form 8-K on 12/08/2016
Entire Document
 

 

(vii)an opinion of (A) Latham & Watkins LLP, New York counsel to the Loan Parties, (B) an opinion of Thompson Hine LLP, Ohio counsel to C-MARC, LLC, Imagepace, LLC, Medpace Bioanalytical Laboratories, LLC, Medpace Reference Laboratories LLC, Medpace, Inc., Medpace Clinical Research LLC and Medpace Clinical Pharmacology, LLC, and (C) an opinion of Fredrikson & Byron, P.A., Minnesota counsel to Medpace Medical Device, Inc., each addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent;

(viii)certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; and

(ix)a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in clauses (e) and (g) of this Section 4.01 and clauses (a) and (b) of Section 4.02.

(b)The Arrangers and the Administrative Agent shall have received (i) the audited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal years ended December 31, 2013, 2014 and 2015, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years of the Borrower and its Subsidiaries, including the notes to the combined financial statements prepared in accordance with GAAP, (ii) an unaudited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal quarter and (iii) projections of consolidated balance sheets and consolidated statements of income and statements of cash flow of Holdings and its Subsidiaries, which will be quarterly for the fiscal year ending December 31, 2017 and annually thereafter for the term of the Facilities; provided that the condition in this clause (b) (other than clause (iii)) may be satisfied by delivery of the Form S-1 or relevant public filing prepared in connection with the public offering of Holdings.

(c)Each Loan Party shall have provided the documentation and other information reasonably requested in writing by the Administrative Agent or the Lenders at least 10 days prior to the Closing Date required by U.S. regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree).

(d)All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have been taken under the Closing Security Documents, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date hereunder.

(e)Prior to or substantially contemporaneously with the initial funding of Loans on the Closing Date, the Existing Credit Agreement Refinancing shall have occurred, all Liens securing the Indebtedness in respect thereof shall have been released or arrangements for such release shall have been entered into and the Administrative Agent shall have received reasonably satisfactory evidence thereof (including receipt of duly executed payoff letters, customary lien searches and UCC-3 and other termination statements and releases).

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