Permitted Acquisition Closing Date definition

Permitted Acquisition Closing Date means, with respect to any Permitted Acquisition, the date upon which each of the conditions to consummation of such acquisition (including funding any Loans to consummate such Permitted Acquisition) set forth in subsections 7.7(iv), 4.2 and 4.3 is satisfied.
Sample 1Sample 2Sample 3
Permitted Acquisition Closing Date means the date on which a Permitted Acquisition is completed in accordance with the relevant Permitted Acquisition Agreement.
Sample 1Sample 2
Permitted Acquisition Closing Date means, with respect to any Permitted Acquisition, the date upon which each of the conditions to consummation of such acquisition (including, without limitation, funding any Revolving Loans to consummate such Permitted Acquisition) set forth in subsections 7.7(iv), 4.2 and 4.3 is satisfied.
Sample 1

Examples of Permitted Acquisition Closing Date in a sentence

  • Section 6b: Assess current staffing levels The Human Resources Staffing Advisory Committee shall ensure that the staffing metrics detailed in section 5a are used for the gap analysis to determine current staffing levels.Because this is the first year for the district’s Staffing Plan, metrics need to be developed for many employee categories as well as other relevant factors and data.

  • This means that an FI does not have to perform research, identification and reporting with regard to these products.

  • To the extent required by subsection 7.7(iv)(b), Borrower shall have delivered to Administrative Agent a Compliance Certificate, substantially in the form of Exhibit VI annexed hereto, dated as of the Permitted Acquisition Closing Date and calculated to give effect to the funding of any Loans under this Agreement on the Permitted Acquisition Closing Date, demonstrating or certifying compliance with the covenants set forth in this Agreement as of the Permitted Acquisition Closing Date.

  • Socioeconomic information on the community and AHs should include, among others: demographic information; economic profile such as major economic and livelihood activities, number of AH members who are gainfully employed; household health and sanitation practices/facilities and community’s access to health and education facilities.

  • To the extent not previously provided, and to the extent a Mortgage is required pursuant to (S)9.13 hereof, the Agent shall have received a current commitment from the Title Insurance Company to issue a Title Policy covering such Real Estate and the Borrower shall have paid all premiums applicable to such Title Policy, and the Title Insurance Company shall have agreed to deliver the Title Policy to the Agent within sixty (60) days of the Permitted Acquisition Closing Date.

  • For example, if you were the only person in an area who had a rare disease then someone may work out that it was you even though your identifiers were not included.

  • These methods may include contacting a customer or independently verifying the minor’s identity through the comparison of information provided by the minor with information obtained from a consumer reporting agency, public database, or other source.

  • On or before the making of the Loans on the Permitted Acquisition Closing Date, Company shall have delivered a Financial Condition Certificate, substantially in the form of EXHIBIT XI annexed hereto with appropriate attachments demonstrating that, both immediately prior to and immediately after giving effect to the consummation of the Permitted Acquisition and the other transactions on the Permitted Acquisition Closing Date (including incurrence of the Obligations) each Credit Party is Solvent.

  • Company shall have delivered to Agent a Compliance Certificate, substantially in the form of EXHIBIT VI annexed hereto, dated as of the Permitted Acquisition Closing Date and calculated to give effect to the funding of Revolving Loans under this Agreement on the Permitted Acquisition Closing Date, demonstrating compliance with the covenants set forth in this Agreement as of the Permitted Acquisition Closing Date.

  • On the Permitted Acquisition Closing Date, Agent shall have received executed or conformed copies of the Permitted Acquisition Documents and any amendments thereto on or prior to the Permitted Acquisition Closing Date.


More Definitions of Permitted Acquisition Closing Date

Permitted Acquisition Closing Date has the meaning given such term in Section 2.1(a).
Sample 1
Permitted Acquisition Closing Date means, with respect to any Permitted Acquisition, including the Faircom Acquisition, the Charleston Acquisition and the Park Lane Acquisition, the date upon which each of the conditions to consummation of such acquisition (including, without limitation, funding any Revolving Loans to consummate such Permitted Acquisition) set forth in subsections 7.7(ii), 4.2 and 4.3 is satisfied.
Sample 1
Permitted Acquisition Closing Date has the meaning assigned to that term in subsection 7.3(xi).
Sample 1
Permitted Acquisition Closing Date means, with respect to any Permitted Acquisition, (i) in the event that a Revolving Credit Loan is being made with respect to such Permitted Acquisition, the date upon which each of the conditions set forth in Sections 3.2 and 3.3(a) are satisfied or waived in accordance with Section 11.1
Sample 1

Related to Permitted Acquisition Closing Date

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Specified Acquisition Period means, upon Borrower’s election pursuant to Section 6.02(l), (a) the fiscal quarter during which the Borrower or any of its Subsidiaries consummates a Specified Acquisition and (b) the two fiscal quarters immediately following the fiscal quarter described in clause (a); provided, however, that (i) no more than one Specified Acquisition Period may be in effect at any one time, (ii) no Specified Acquisition Period may become effective if the Borrower fails to timely elect such Specified Acquisition Period pursuant to the terms of Section 6.02(l) and (iii) no more than one Specified Acquisition Period may be elected with respect to any particular Specified Acquisition.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Permitted Acquisitions means Investments consisting of an Acquisition by the Parent or any Subsidiary, in each case, other than Private Label Credit Card Expenditures, provided that (i) no Default shall have occurred and be continuing or would result from such Acquisition, (ii) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar, related or complementary line of business as the Parent and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (iii) the Administrative Agent shall have received all items in respect of the Equity Interests acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.13, (iv) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) the Parent shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Parent was required to deliver financial statements pursuant to Section 7.01(a) or (b), (vi) if the total aggregate consideration paid for such Acquisition equals or exceeds $100,000,000, the Parent shall have delivered to the Administrative Agent pro forma financial statements for the Parent and its Subsidiaries after giving effect to such Acquisition for the twelve month period ending as of the most recent fiscal quarter in a form satisfactory to the Administrative Agent, and (vii) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Second Closing Date means the date of the Second Closing.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.