Acquired Equity definition

Acquired Equity means one hundred percent (100%) of the equity ownership interest in (i) Rovia Corp Services (a U.S. entity), (ii) WorldVentures Marketing Pty Ltd (an Australian entity); (iii) WorldVentures Canada, Inc. (a Canadian entity); (iv) WV Services Malaysia Sdn (a Malaysian entity); and (v) WorldVentures Events (Malaysia) Sdn. Bhd. 15 Company No. 1178688D (a Malaysian entity).

Acquired Equity means the Equity Interests of Anchor Point Energy, LLC, to be acquired pursuant to the terms of the Acquisition Agreement.

Acquired Equity shall have the meaning set forth in the recitals to this Agreement.

Examples of Acquired Equity in a sentence

• Upon your receipt of this notice, you shall immediately transfer all the Proposed Acquired Equity to us/[name of designated company/individual] pursuant to the provisions of the Option Agreement.

• Each Buyer Party has reviewed and has had access to all documents, records, and information, as well as facilities of the Business and key employees of the Seller, which it desired to review in connection with its decision to enter into the Transaction Agreements to which such Buyer Party is a party, and to purchase the Acquired Equity Interests and to consummate the transactions contemplated thereby, as applicable.

• The Buyer is able to bear the economic risk of the acquisition of the Acquired Equity Interests pursuant to the terms of this Agreement, including a complete loss of the Buyer’s investment in the Acquired Equity Interests, for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its acquisition of the Acquired Equity Interests.

• Such termination shall be at no cost or expense to the Buyer, the Business, the Acquired Equity Interests, the Subject Entities or the Business Assets.

• The Buyer understands that the resale of the Acquired Equity Interests may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities Law or are exempt from such registration.

More Definitions of Acquired Equity

Acquired Equity has the meaning set forth in the Recitals.

Acquired Equity means collectively the BFS Equity, the French Equity, the Israeli Equity and the Singapore Equity. ATI-2587197v29 2

Acquired Equity shall have the meaning set forth in Section 1.01(b)(iii).

Acquired Equity has the meaning set forth in the recitals to this Agreement. “Acquisition Proposal” means, other than the transactions contemplated hereby, any bona fide inquiry, proposal or offer for (a) any sale, lease, license, exchange, transfer or other disposition of all or substantially all of the assets or business of the Target Companies to any Person or group of related Persons (other than current equityholders of Seller), taken as a whole, whether by merger, consolidation, business combination, stock or asset sale, disposition, similar transaction or otherwise, other than the sale of their respective products or services in the ordinary course of business, or (b) any acquisition, whether by tender offer, share exchange, merger or in any other manner, by any Person or group of related Persons (other than current direct or indirect equityholders of Seller), in one or a series of related transactions, of more than 50% of the total equity securities (determined by either total voting power or fair market value) of Seller or the Target Companies. “Adjustment Escrow Account” means the account established by the Escrow and Paying Agent to hold the Adjustment Escrow Funds pursuant to the terms of the Escrow and Paying Agent Agreement. “Adjustment Escrow Amount” means $1,000,000. “Adjustment Escrow Funds” means, as of any date of determination, the excess (if any) of the Adjustment Escrow Amount (disregarding any interest accrued on the Adjustment Escrow Amount) minus the sum of all distributions and other payments to any Person from the Adjustment Escrow Account paid pursuant to the terms of the Escrow and Paying Agent Agreement on or prior to such date of determination. 62 LEGAL02/39540989v11

Acquired Equity means (i) all Equity Securities in the Acquired Subsidiaries and (ii) any Equity Securities (or equivalent thereof) in any other Person, in the case of this clause (ii), directly held by the Acquired Subsidiaries.

Acquired Equity shall have the meaning set forth in the Recitals of this Agreement. “Acquired Parcels” shall have the meaning set forth in Section 6.11. “Adjustment Escrow Amount” shall mean an amount equal to four million five hundred thousand dollars ($4,500,000). “Adjustment Escrow Fund” shall mean the Adjustment Escrow Amount deposited with the Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow and Paying Agent Agreement, including any remaining interest or other amounts earned thereon. “Affiliate” shall mean, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. With respect to any natural Person, “Affiliate” will include such Person’s relatives within the second degree of consanguinity or affinity, and with respect to any trust, “Affiliate” will include the beneficiaries and trustees of such Person. “Agent” shall have the meaning as set forth in Section 2.5(b). “Agreement” shall have the meaning set forth in the Preamble of this Agreement. “Xxxxx Xxxxxxxx” shall have the meaning set forth in Section 10.14. “Balance Sheet” shall have the meaning as set forth in Section 4.11(a). “Balance Sheet Date” shall have the meaning as set forth in Section 4.11(a). “Base Purchase Price” shall mean $278,000,000. “Beneficial Owners” shall have the meaning set forth in the Preamble of this Agreement.

Acquired Equity means Rotate Black, LLC’s Fifty Percent (50%) interest in Acquired Company located in Ahmedabad, India.