Acceptable Acquisition means any acquisition (whether by merger, amalgamation or otherwise) by the Company or any Subsidiary of more than 50% of the outstanding Equity Interests of a Person which is engaged in a line of business similar or complementary to the business of the Company or such Subsidiary (or reasonable extensions thereof) or the purchase of all or substantially all of the assets owned by such Person or a line of business or brand of such Person.
Acceptable Acquisition means any Acquisition: (i) which has been either (A) approved by the Board of Directors of the corporation, or governing body of any other business entity, which is the subject of such Acquisition or (B) recommended by such Board or governing body to the shareholders of such corporation or equity owners of such other business entity; and (ii) with respect to which the following conditions are satisfied:
Acceptable Acquisition has the meaning set forth in Section 6.04.
Examples of Acceptable Acquisition in a sentence
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Sponsor Must Keep Acceptable Acquisition and Relocation Records 11 1-19.
The definition of "Acceptable Acquisition" in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "for which financial statements have been delivered in accordance with Section 6.03 hereof" immediately following the words "most recently concluded four fiscal quarters" in subsections (c) and (d) thereof.
The Coastal Coordination Council should seek to maximize federal funds for theconservation of coastal resources.Require the Council to submit a biennial "State of the Coast" report prior to each legislative session to highlight population growth, infrastructure needs, and use of resources on the coast.
Quality Control may be separately contracted or provided by qualified Sponsor staff.3.2.Sponsor Must Keep Acceptable Acquisition and Relocation Records.The airport sponsor shall maintain adequate records, including real estate appraisals, acquisition, relocation, and property management records, and other documentation necessary to show compliance to 49 CFR Part 24.
More Definitions of Acceptable Acquisition
Acceptable Acquisition means an Acquisition:
Acceptable Acquisition. (collectively, "Acceptable Acquisitions") means an Acquisition where (i) the Acquisition has been approved by the board of directors or similar governing body of the entity, whose assets, business, or securities are to be acquired or purchased, (ii) immediately after such Acquisition, the Borrower would be in compliance with the terms and conditions of this Agreement on a pro forma basis, and (iii) the business of the person or entity to be acquired is substantially similar to the existing business of the Borrower.
Acceptable Acquisition means any transaction completed after the Third Amendment Effective Date pursuant to which the Company, the Holding Company or any Wholly-Owned Subsidiary (a) acquires all of the outstanding equity securities of any Person other than the Company or the Holding Company or any Person which is then a Wholly-Owned Subsidiary, (b) otherwise makes any Person a Wholly-Owned Subsidiary of the Company or the Holding Company, in any case pursuant to a merger, purchase of assets or any reorganization or (c) purchases all or substantially all of the business or assets of any Person other than a Wholly-Owned Subsidiary or of any business unit or Exhibit A-9 line of business of any such Persons if (i) such transaction has been either (1) approved by the board of directors or the comparable or appropriate body of any other Person, which is the subject of such transaction or (2) recommended by such board to the shareholders or such other body to the equity holders of such other Person, (ii) the target of the transaction is a Person which is engaged in the replacement tire industry, (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iv) pro forma financial statements and projections including the Holding Company, its Subsidiaries and the Person and/or assets to be acquired, covering the most recent 12 month period for which financial statements are available and the twelve months following the transaction, show that no Default or Event of Default would result from such transaction."
Acceptable Acquisition means any separate individual Acquisition completed after the Effective Date which has been either (a) approved by the Board of Directors of the corporation, or the comparable or appropriate body of any other Person, which is the subject of such Acquisition or (b) recommended by such Board to the shareholders of such corporation, or by such other body to the equity holders of such other Person, and in each case (i) the Acquisition target is a Person which is engaged in the replacement tire industry, (ii) the aggregate consideration for the Acquisitions shall not exceed $40,000,000 in any one calendar year, (iii) the aggregate consideration for all Acquisitions completed after the Effective Date shall not exceed $75,000,000, provided that this amount shall be increased on an annual basis by 25% of the Existing Borrower's Consolidated Net Income for the completed 2003 fiscal year and 25% of Holdings' Consolidated Net Income for each completed fiscal year commencing with its 2004 fiscal year and (iv) the Acquisition is made under circumstances in which no Default or Event of Default will either exist or result therefrom, and in which pro forma financial statements and projections including Holdings, its Subsidiaries and the Person and/or assets to be acquired, covering the most recent 12 month period for which financial statements are available and the twelve months following the Acquisition, would show that no Default or Event of Default will result from the Acquisition and that the Borrowers will have unused Revolving Credit Commitments upon consummation of such Acquisition aggregating not less than $20,000,000. As used in this paragraph, "Acquisition" means any transaction pursuant to which any Borrower or any of its Wholly-Owned Subsidiaries (a) acquires all of the outstanding equity securities of any Person other than the Borrowers or any Person which is then a Wholly-Owned Subsidiary of any Borrower, or (b) otherwise makes any Person a Wholly-Owned Subsidiary of any Borrower, in any case pursuant to a merger, purchase of assets or any reorganization, or (c) purchases all or substantially all of the business or assets of any Person other than a Wholly-Owned Subsidiary of the Borrowers or of any business unit or line of business of any such Persons;
Acceptable Acquisition is hereby changed to read as follows:
Acceptable Acquisition means any Acquisition which (a) has been either (i) approved by the Board of Directors of the corporation which is the subject of such Acquisition or (ii) recommended by such Board to the shareholders of such corporation; and (b) is for a business within similar or complementary lines of business as conducted by the Company on the date hereof; provided that (x) at the time of such Acquisition and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (y) if any amount of the consideration paid or being paid for such Acquisition shall be derived directly or indirectly from a Borrowing under the Credit Agreement, then the total cash consideration paid or being paid for such Acquisition, when added to the cash consideration paid or being paid for all Acquisitions made or committed to after November 12, 2002, shall not aggregate in excess of $50,000,000 in cash consideration for all Acquisitions made or committed to after November 12, 2002, and (z) no more than $20,000,000 of the aggregate purchase prices for all Acquisitions made or committed to after November 12, 2002, shall be capital contributions or commitments to make capital contributions to any partnerships or joint ventures in which the Company or any of its Subsidiaries owns less than fifty percent (50%) of the partnership interests or joint venture interests.”
Acceptable Acquisition means any Acquisition which meets all of the following conditions: (a) the aggregate consideration paid for such Acquisition and for all prior Acquisitions during the same Fiscal Year does not exceed $50,000,000; (b) such Acquisition has been approved in good faith by the Board of Directors of the Person making the Acquisition; (c) no Default or Event of Default exists or would exist after giving effect to such Acquisition; and (d) after reviewing historical financial statements of the business being acquired and considering the pro forma position of the Consolidated Entities subsequent to such Acquisition, Micro Warehouse believes in good faith that the Consolidated Entities will continue to be in compliance with the financial covenants contained in Article 9 on a pro forma basis.