ACQUISITIONS AND DISPOSALS. 11.1 The Company shall not, and shall procure that each member of the Group shall not, acquire an interest in any entity (a “Proposed Acquisition”) where the consideration payable in respect of the Proposed Acquisition is greater than US$50 million on a debt-free, cash-free basis, with a normalised level of working capital unless the Company has:
11.1.1 received the prior written consent of the Bison Parties; or
11.1.2 prior to, or within 60 Business Days following the closing of the Proposed Acquisition, delivered to the Bison Parties a written opinion from an investment bank or accounting firm of international repute showing that, on a pro forma basis, the Total Leverage (giving effect to the Proposed Acquisition) will not be greater than 5.
ACQUISITIONS AND DISPOSALS. All the Previous Transaction Documents are contained in folders 3.1.3.2.1 and 4.15.1 of the Data Room. No Group Company has any outstanding obligations or liabilities (whether actual, prospective or contingent) under any Previous Transaction Document.
ACQUISITIONS AND DISPOSALS. Subscribe or otherwise acquire, or dispose of any shares in the capital of any other company or any part of the undertaking of any other person. Dispose of the whole or part of the undertaking of the Company [(or permit, consent to or facilitate any such disposal by any other Group Company)] (including dealing in any way with the Company's or any other Group Company’s intellectual property other than in the ordinary course of business) or merge the Company (or permit, consent to or facilitate any such merger in respect of any other Group Company) or any part of its business with any other person or propose to do so. Permit the disposal of shares in the Company amounting to a Sale or IPO. Enter into any right of first refusal, negotiation or notification that applies in relation to a Sale or IPO which gives a third party a preferential right to negotiate, make an offer or receive information in relation to such Sale or IPO.
ACQUISITIONS AND DISPOSALS any member of the JVC Group acquiring or disposing of (whether in a single transaction or series of transactions) any business (or any material part of any business) or any shares in any company where the value of that business or those shares exceeds US$25,000,000;
ACQUISITIONS AND DISPOSALS. (a) All material details of any acquisitions or disposals of any business, shares, or any material asset made in the past four (4) years (the “Acquisitions” and each an “Acquisition”) by any Group Member (including the acquisition or disposal of any member or former Group Member) together with all documentation relating thereto are included in folders 3.12.2 and 3.1.10 in the Data Room.
(b) All consideration and deferred, adjustable or contingent consideration in connection with the acquisition, sale or disposal of any business, shares, or any material asset has been paid and no deferred, adjustable or contingent consideration remains outstanding or may become payable by the Group in respect of any of the Acquisitions.
ACQUISITIONS AND DISPOSALS. (a) Subscribe or otherwise acquire, or dispose of any shares in the capital of any other company or any part of the undertaking of any other person.
(b) Dispose of the whole or part of the undertaking of the Company (including dealing in any way with the Company's or any other Group Company’s intellectual property other than in the ordinary course of business) or merge the Company (or permit, consent to or facilitate any such merger in respect of any other Group Company) or any part of its business with any other person or propose to do so.
(c) Permit the disposal of shares in the Company amounting to a Sale or IPO.
(d) Enter into any right of first refusal, negotiation or notification that applies in relation to a Sale or IPO which gives a third party a preferential right to negotiate, make an offer or receive information in relation to such Sale or IPO.
ACQUISITIONS AND DISPOSALS. 4.1 Any disposal or acquisition by the Company or any subsidiary of the Company, of any business, or any material part of any business, or any shares in any company or (otherwise than intra- group or in the ordinary course of business) any other material assets of nature.
ACQUISITIONS AND DISPOSALS. 4.6.1 So far as the Vendor is aware, there are not outstanding any material liabilities or material commitments of the Target Group arising from any arrangements for the disposal or acquisition of any shares, property or other material assets (other than any arrangements entered into in the ordinary course of business).
4.6.2 A copy of each of the ABFD Novation Agreement and the Asset Marketing SPA are attached to the Disclosure Letter and represent the entire agreement in respect of the matters contemplated therein.
ACQUISITIONS AND DISPOSALS. 5.1 Each of the Company and GA shall provide LJ with full details of any offer or proposed offer which may from time to time be brought to its or his attention received from any person wishing to enter into any sale or purchase of the whole or part of any body corporate or any business or assets and undertaking otherwise than in the ordinary course of business or any proposal to merge the Company or any part of its business with any other person.
5.2 The Company shall not pursue any offer or proposed offer referred to in clause 5.1 above without having taken LJ’s views into account in making any decision relating thereto.
ACQUISITIONS AND DISPOSALS any Associate Group Member acquiring or disposing of (whether in a single transaction or series of transactions) any business (or any material part of any business) or any shares or interests in any company (other than an acquisition or disposal between members of the Associate Group provided that such acquisition or disposal does not involve the Company) where (i) the value of the business (or material part) or the shares or interests acquired or disposed of exceeds $20,000,000 or (ii) the aggregate of any acquisitions (or, as the case may be, disposals) has exceeded $40,000,000 in any Financial Year;
