Structure of Acquisition Sample Clauses

Structure of Acquisition. In the event that the Surviving Corporation exercises the Purchase Option, the Surviving Corporation, in its sole discretion, shall have the option to make such Post-Merger Acquisition upon payment of the aggregate Purchase Price (defined below) pursuant to any of the following methods (“Acquisition Structure”):
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Structure of Acquisition. (a) Subject to certain conditions precedent and the terms and conditions of this Letter of Intent, Wishlist Holdings agrees to acquire and each of the Bond Holders agree to sell all of the shares on issue in Loyalty Magic.
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Structure of Acquisition. To effect the Acquisition, Ventas will form a new subsidiary holding company (“HoldCo”) to hold one or more indirect Ventas subsidiaries which will acquire certain subsidiaries and assets of the REIT (including, without limitation, Sunrise REIT Canadian Holdings, Inc. and two subsidiaries that own the interests in the Canadian properties). The REIT and its remaining (i.e., unacquired) subsidiaries will then be liquidated or otherwise reorganized, and ownership of the non-Canadian assets acquired by HoldCo will be migrated out of Canada. For purposes of the Existing Agreements, after the closing under the Acquisition Agreement (the “Closing”), the appropriate subsidiaries of Holdco will be the successors to the REIT and its subsidiaries (and all references to the REIT in the Existing Agreements shall be deemed to refer to such subsidiaries of Holdco), and except as provided herein, all of the Existing Agreements will continue to apply as between Sunrise (and its subsidiaries) and the applicable direct and indirect subsidiaries of Holdco (as applicable under the Existing Agreements). Each of the appropriate direct and indirect subsidiaries of HoldCo (as necessary and applicable) will (x) expressly assume the obligations of the REIT and its direct and indirect subsidiaries under each of the Existing Agreements to which it is a deemed successor but to which it is not a party; provided that obligations will not be assumed by entities that will have an interest in SZR US Investments, Inc. after closing, and (y) execute any agreements with or in favor of third parties (e.g., non-recourse carve out guarantees, operating deficit guarantees to lenders, etc.) in replacement for such agreements previously made by the REIT or any of its direct and indirect subsidiaries that are terminated in connection with the Closing, with the intent and effect of clauses (x) and (y) being to replicate the existing structure to the extent possible (and without violating Ventas’s bonds) and not to improve or worsen either party’s position (from a credit perspective or otherwise) relative to the positions under the Existing Agreements. After the Closing, none of the obligations of the REIT or its affiliates under the Existing Agreements will be binding on Ventas or any Ventas affiliate other than the direct and indirect subsidiaries of Holdco. Ventas may modify the structure of the transaction, but any such modification will not change the substance of the relationship between Ventas a...
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Structure of Acquisition. It is contemplated that to effect the acquisition of 100% of Xtero by Xxxxxxx that Xxxxxxx will form SCL and SCL will complete the purchase through the issue of “Exchangeable Shares” of SCL which shares can later be exchanged under certain conditions for shares of common stock of Xxxxxxx. Xtero will present a more detailed plan in connection with the preparation of the Definitive Acquisition Agreement. Generally speaking, the Xtero Shareholders will have the right to exchange their SCL “Exchangeable Shares” for Xxxxxxx common stock on a one-for-one basis at any time up until 10 years following the closing of the Transaction. Any shares initially issued or earned out below and not exchanged by the exchange termination date shall be automatically cancelled by Xxxxxxx and replaced with the appropriate number of shares of common stock of Xxxxxxx and mailed to the last address of each Xtero Shareholder reported to SCL.
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Structure of Acquisition. As soon as practicable following the Closing, subject to any required regulatory approvals, Madison County Financial will contribute the Shares to Madison County Bank so that the Agency shall become a wholly owned subsidiary of Madison County Bank. Notwithstanding any provision of this Agreement to the contrary, the Madison County Parties may, subject to the filing of all necessary applications and the receipt of all required regulatory approvals, modify the structure of the Acquisition, and the Madison County Parties and Agency and the Shareholders shall enter into such alternative transactions, so long as (i) there are no adverse tax consequences to Agency or the Shareholders as a result of such modification, (ii) such modification will not materially delay the Closing, and (iii) the Acquisition consideration to be paid to the Shareholders under this Agreement is not thereby changed in kind or value or reduced in amount.
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Structure of Acquisition. This Agreement shall further apply regardless of the structure which any such acquisition may take whether it be an asset acquisition, stock acquisition, merger or otherwise. Dated this day of Signed, sealed and delivered in the presence of: By:_ Witness As to the “Purchaser”
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Related to Structure of Acquisition

  • Permitted Acquisitions (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two or more Subsidiaries of the Borrower.

  • Mergers, Acquisitions Novations and Change-of-Name Agreements The Contractor shall submit timely notice of Merger and Acquisitions or contractual copies of Novation or Change-of-Name Agreements, if applicable

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

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