Acima Acquisition definition

Acima Acquisition means the Borrower’s direct or indirect acquisition of the Acquired Business from the existing equityholders of Acima in all material respects in accordance with the terms of the Acquisition Agreement, pursuant to which Merger Sub (as defined in the Acquisition Agreement) will merge with and into Acima, with Acima continuing as the surviving person.
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Acima Acquisition means the Borrower’s direct or indirect acquisition of the Acquired Business from the existing equityholders of Acima in all material respects in accordance with the terms of the Acquisition Agreement, pursuant to which Merger Sub (as defined in the Acquisition Agreement) will merge with and into Acima, with Acima continuing as the surviving person. “Acquired Business” means Acima, together with its Subsidiaries. “Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of December 20, 2020, by and among the Borrower, Xxxxxx Sub (as defined therein), Acima and Xxxxx Xxxxxx, as the Member Representative (as defined therein). “Additional Permitted Amount” has the meaning set forth in the definition of Permitted Refinancing Indebtedness. “Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.11448%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Adjusted LIBOTerm SOFR Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBOTerm SOFR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate., plus (x) for Interest Periods of one month, 0.11448%, (y) for Interest Periods of three months, 0.26161% and (y) for Interest Periods of six months, 0.42826 %; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Administrative Agent” means JPMorgan Chase Bank, N.A., together with its affiliates, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. “Advisory Fees” has the meaning set forth in the definition of Consolidated EBITDA. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. “Agents” me...
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Acima Acquisition means the Borrower’s direct or indirect acquisition of the Acquired Business from the existing equityholders of Acima in all material respects in accordance with the terms of the Acquisition Agreement, pursuant to which Merger Sub (as defined in the Acquisition Agreement) will merge with and into Acima, with Acima continuing as the surviving person. “Acquired Business” means Acima, together with its Subsidiaries. “Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of December 20, 2020, by and among the Borrower, Xxxxxx Sub (as defined therein), Acima and Xxxxx Xxxxxx, as the Member Representative (as defined therein). “Account” has the meaning set forth in the Guarantee and Collateral Agreement. “Account Debtor” has the meaning set forth in the Guarantee and Collateral Agreement. “Additional Permitted Amount” has the meaning set forth in the definition of Permitted Refinancing Indebtedness. “Adjusted Daily Simple SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Daily Simple SOFR, plus (b) a percentage per annum equal to 0.10%; provided that if Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. 509265-2307-Active.38519635ACTIVE.47742706
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Examples of Acima Acquisition in a sentence

  • The proceeds of the Initial Term Loans will be used by the Borrower (a) to pay, directly or indirectly, the consideration for the Acima Acquisition, (b) for the Debt Repayment and (c) to pay costs and expenses in respect of the Transactions, and any such proceeds remaining thereafter will be used for general corporate purposes.

  • Non-GAAP diluted earnings per share excludes the impact of incremental depreciation and amortization related to the estimated fair value of acquired Acima assets, stock compensation expense associated with the Acima Acquisition equity consideration subject to vesting conditions, and one-time transaction and integration costs related to the Acima Acquisition.

  • The Specified Acquisition Agreement Representations with respect to the Acima Acquisition shall be true and correct in all respects to the extent required by the definition thereof.

  • Non-GAAP diluted earnings per share excludes the impact of incremental depreciation and amortization related to the estimated fair value of acquired Acima assets, stock compensation expense associated with the Acima Acquisition equity consideration, which is subject to vesting conditions, and accelerated depreciation for software assets we intend to retire in 2024.

Related to Acima Acquisition

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, or a product or a product candidate of, any Person; provided that:

  • 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);

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).