Acquisitions and Dispositions. Other than as specifically contemplated by this Agreement or any other Transaction Document or the then-current Annual Business Plan approved in accordance with Section 6.9 of this Agreement, (a)(1) purchase or acquire any assets or property (including real property or capital stock of a business) or (2) make any capital expenditures in excess of $100,000, or (b) sell, option, convey, exchange, lease (as lessor), license or otherwise dispose of or transfer any portion of or any interest in any property of the Company, other than sales of Mortgage Loans made in accordance with Section 6.1(b)(iii);
Acquisitions and Dispositions. Except with respect to transactions disclosed in the Proposed Asset Sale Letter concluded on terms not materially worse to the Company than those terms set forth in the Proposed Asset Sale Letter, from and after the Initial Closing, so long as members of the Investor Group Beneficially Own, in the aggregate, at least 50% of the Original Number of Conversion Shares, the Company shall not, without the prior written approval of the holders of at least 60% of the Conversion Shares then Beneficially Owned by members of the Investor Group, approve, authorize, engage in, or enter into any agreement or understanding with respect to, transactions to (i) acquire assets (other than the acquisition of "Violet" as described in Schedule 7.02 hereof) having a fair value, or for which consideration is paid (in the form of cash or property and including any contingent consideration and any Indebtedness or other obligations assumed), in excess of $100,000,000, in the aggregate, in any twelve-month period or (ii) dispose of assets having a fair value, or for which consideration is received (in the form of cash or property and including any contingent consideration and any Indebtedness or other obligations assumed), in excess of $100,000,000 in the aggregate, in any twelve-month period.
Acquisitions and Dispositions. With respect to any completed acquisition or disposition, OCGH and Brookfield agree to negotiate in good faith to adjust the Total Equity Value and the components thereof on a pro forma basis for (i) the preceding three year period to properly reflect the impact on (x) Base Fee Earnings and (y) Net Incentives Created or (ii) item “C” under the definition of “Total Equity Value”.
Acquisitions and Dispositions. In the case of USBC, except as Previously Disclosed, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any portion of its assets, business or properties, which is material to it and its Subsidiaries taken as a whole, or acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of, the assets, business or properties of any other entity which is material to it and its Subsidiaries taken as a whole. FBS will not, and will cause its Subsidiaries not to, make any acquisition or take any other action which would materially adversely affect its ability to consummate the transactions contemplated by this Agreement.
Acquisitions and Dispositions. The following acquisitions were accounted for using the purchase method of accounting and the purchase price was allocated in accordance with such method.
Acquisitions and Dispositions. Other than transactions solely between the Company and its Subsidiaries or solely between its Subsidiaries, (A) make any acquisition (including by merger or amalgamation) of the capital stock or assets of any other Person for consideration in excess of $3 million for any such acquisition or $5 million in the aggregate for all such acquisitions, except as permitted by Section 5.01(a)(xvi) or (B) sell or lease to any Person, in a single transaction or series of related transactions, any of its properties or assets whose value or purchase price exceeds $3 million, except (w) dispositions of obsolete, surplus or worn out assets or assets that are no longer used or useful in the conduct of the business of the Company or any of its Subsidiaries, (x) transfers among the Company and its Subsidiaries, (y) leases and subleases of real property owned by the Company or its Subsidiaries and leases of real property under which the Company or any of its Subsidiaries is a tenant or a subtenant and voluntary terminations or surrenders of such leases or (z) other transactions in the ordinary course of business or as permitted by Section 5.01(a)(xvi);
Acquisitions and Dispositions. In the case of the Company, except as Previously Disclosed in its Disclosure Schedule, dispose of or discontinue any portion of its assets, business or properties, which is material to it and its Subsidiaries taken as a whole, or acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of, the business or property of any other entity which is material to it and its Subsidiaries taken as a whole. In the case of Dana, xxx, and not cause its Subsidiaries to, make any acquisition or take any other action which would materially adversely affect its ability to consummate the transactions contemplated by this Agreement.
Acquisitions and Dispositions. (i) Other than the acquisition of assets used in the operations of the business of the Subsidiary in the ordinary course, acquire on behalf of the Subsidiary all of the assets, business or properties of any other entity.
(ii) Other than in the ordinary course of business consistent with past practices, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any portion of its assets, business or properties.
Acquisitions and Dispositions. During 1998 the company acquired various smaller businesses across several markets for $22,026 in cash. In December 1997 the company acquired a European company with two businesses, Driver Control Systems and Truck Systems and Components, for $87 million in cash. In February 1998 the Truck Systems and Components business was sold for $36 million in cash and is presented in the balance sheet at December 28, 1997 as assets held for sale.The net cash paid of $51 million for Driver Control Systems was allocated to the assets acquired and liabilities assumed. A total of $17 million representing the excess of acquisition cost over the fair value of Driver Control Systems' net tangible assets, was allocated to intangible assets and is being amortized over 20 years. Revenues would have increased approximately $115 million and net income would not have been significantly different in 1997 and 1996 had the acquisition of Driver Control Systems occurred at the beginning of 1996. Also during 1997, the company paid $12,788 to purchase the assets of various businesses and issued 504,800 shares of common stock for all of the outstanding shares of an automotive components manufacturer in an acquisition accounted for as a pooling of interests. For 1998 and 1997 liabilities of $29,422 and $82,896 were assumed in connection with the acquisitions. The assets, liabilities and operating results of these businesses are included in the company's financial statements from their dates of acquisition. With the exception of Driver Control Systems as described above, financial position and results of operations would not have been materially different had the acquisitions occurred as of the beginning of the years acquired.
Acquisitions and Dispositions. In the case of Holdings and its Subsidiaries, sell, lease, dispose of or discontinue any portion of its assets, business or properties, including, without limitation, the sale, disposition or transfer, in whole or in part, of (i) the Incentive Distribution Rights (as defined in the Inergy Partnership Agreement), (ii) IPCH or (iii) Inergy Partners, which is material to it and such Subsidiaries taken as a whole, or acquire, by merger or otherwise, or lease (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) any assets or all or any portion of, the business or property of any other entity which, in either case, is material to it and such Subsidiaries taken as a whole, or would be likely to have a Material Adverse Effect. In the case of Inergy, Inergy will not, and will cause its Subsidiaries not to, merge, consolidate or enter into any other business combination transaction with any Person or make any acquisition or disposition that would be likely to have a Material Adverse Effect.
