Acquisition Conditions has the meaning specified in Section 5.02(b)(v).
Acquisition Conditions means, with respect to any acquisition of assets (including any assets constituting a business unit, line of business or division) or Equity Interests, (a) if such acquisition involves the acquisition of Equity Interests of a Person that upon such acquisition would become a Subsidiary, such acquisition shall result in the issuer of such Equity Interests becoming a Subsidiary and, to the extent required by Section 8.14, a Guarantor; (b) such acquisition shall result in the Administrative Agent, for the benefit of the Secured Parties, being granted a security interest in any Equity Interests or any assets so acquired to the extent required by Section 8.14; (c) subject to Section 1.07, immediately after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; (d) immediately after giving effect to such acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with Section 9.01 as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered pursuant to Section 8.01(b) (or, if the most recently ended fiscal quarter is the fiscal quarter ending on December 31 of any year, for which annual financial statements are required to have been delivered pursuant to Section 8.01(a)); (e) (i) the Asset Coverage Ratio immediately after giving pro forma effect to such acquisition shall be no lower than the Asset Coverage Ratio immediately prior to giving pro forma effect to such acquisition and (ii) the Total Net Leverage Ratio immediately after giving pro forma effect to such acquisition shall be no greater than the Total Net Leverage Ratio immediately prior to giving pro forma effect to such acquisition; and (f) immediately after giving effect to such acquisition, the Borrower and its Subsidiaries shall be in compliance with Section 9.07.
Acquisition Conditions means, with respect to any Permitted Acquisition, that (i) Borrowers shall have given Investment Manager not less than twenty (20) days prior written notice of the intention of the applicable acquiring Borrower, or an entity organized by the applicable acquiring Borrower for the purpose of making such Permitted Acquisition (each a "BUYER") to consummate such Permitted Acquisition, which notice shall include, in reasonable detail (x) a description of such Permitted Acquisition, (y) a statement of the Buyer's expected sources and uses of cash pertaining to such Permitted Acquisition, which sources and uses shall be reasonably satisfactory to Investment Manager, and (z) a calculation, certified by Buyer's chief executive officer or chief financial officer, showing that on a pro forma basis, after giving effect to such Permitted Acquisition, the Borrowers and their Subsidiaries on a consolidated basis shall be in compliance with SECTION 6.3 (it being understood that no such chief executive officer or chief financial officer shall have any personal liability to Investment Manager or Lender hereunder with respect to any such certificates if such officer believes in good faith that the information set forth therein is accurate), (ii) if the sources of cash reflected in the statement described in clause (y) above include the proceeds of (A) Indebtedness (other than the Loan or Senior Indebtedness), such Indebtedness shall be unsecured and Borrowers shall have used commercially reasonable efforts to cause the holders of such Indebtedness to execute and deliver a subordination agreement to and in favor of Investment Manager, in form and substance acceptable to Investment Manager; provided that no such subordination agreement shall be required in connection with the NEXL Acquisition (Indebtedness pursuant to this subsection, "PERMITTED ACQUISITION INDEBTEDNESS"), or (B) Senior Indebtedness to CIT, then the certification described in clause (z) above shall also include a calculation showing that immediately after giving effect to the borrowing of such Indebtedness, Net Availability (as defined in the CIT Financing Agreement) shall not be less than $2,000,000, (iii) Investment Manager shall have received and reviewed to its satisfaction copies of all of the applicable acquisition documents, (iv) Investment Manager shall have received the results of a UCC, tax and judgment lien search, and pending litigation search, against the Target and (v) the Buyer or the Target, as...
Examples of Acquisition Conditions in a sentence
The completion of the Proposed Acquisition (the “Completion”) shall take place within five (5) business days from the satisfaction of the Acquisition Conditions Precedent (as defined in Section 4.3 below).
Save for the D3 Acquisition, the completion of the Proposed Acquisition (the “Completion”) shall take place on or before 15 December 2016 or such other date as the Vendors and the Company may agree (the “Completion Date”) and be conditional upon the satisfaction and/or written waiver of the Acquisition Conditions Precedent (as defined in Section 4.3 below) no later than three (3) business days before the Completion Date.
Special Acquisition Conditions: Imagery shall be acquired between 10:00am and 3:00pm CT to minimize shadow conditions.
More Definitions of Acquisition Conditions
Acquisition Conditions means the conditions to implementation of the Acquisition set forth in Appendix 1 to the Announcement.
Acquisition Conditions means after giving pro forma effect to the proposed Acquisition as if it occurred on the first day of the Pro Forma Period:
Acquisition Conditions means the terms and conditions set out in Appendix I of the Rule 2.5 Announcement;
Acquisition Conditions means, with respect to any acquisition of assets (including any assets constituting a business unit, line of business or division) or Equity Interests, (a) if such acquisition involves the acquisition of Equity Interests of a Person that upon such acquisition would become a Subsidiary, such acquisition sha l result in the issuer of such Equity Interests becoming a Subsidiary and, to the extent required by Section 8.14, a Guarantor; (b) such acquisition sha l result in the Administrative Agent, for the benefit of the Secured Parties, being granted a security interest in any Equity Interests or any assets so acquired to the extent required bySection 8.14; (c) subject to Section 1.07, immediately after giving e fect to such acquisition, no Default or Event of Default sha l have occurred and be continuing;(d) immediately after giving e fect to such acquisition, the Borrower and its Subsidiaries sha l be in pro forma compliance withSection 9.01 as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered pursuant to Section 8.01(b) (or, if the most recently ended fiscal quarter is the fiscal quarter ending on December 31 of any year, for which annual financial statements are required to have been delivered pursuant to Section 8.01(a)); (e) (i) the Asset Coverage Ratio immediately after giving pro forma e fect to such acquisition sha l be no lower than the Asset Coverage Ratio immediately prior to giving pro forma e fect to such acquisition and ( i) the Total Net Leverage Ratio immediately after giving pro forma e fect to such acquisition sha l be no greater than the Total Net Leverage Ratio immediately prior to giving pro forma e fect to such acquisition; and (f) immediately after giving e fect to such acquisition, the Borrower and its Subsidiaries sha l be in compliance with Section 9.07.
Acquisition Conditions means, in connection with any purchase, lease ---------------------- or other acquisition of the type referred to in Section 8.3(d), that (1) if such purchase, lease or other acquisition involves a purchase, lease or other acquisition of Property with respect to which the purchase price exceeds $10,000,000, the Borrower shall have first delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such purchase, lease or other acquisition on a Pro Forma Basis, no Default or Event of Default would exist as a result of a violation of Section 7.10(a) or Section 7.10(c) and (2) the aggregate purchase price (including cash and noncash consideration) paid by the Borrower and/or its Consolidated Subsidiaries for the capital stock, securities or Properties purchased, leased or otherwise acquired in any such purchase, lease or other acquisition individually shall not exceed $100,000,000.
Acquisition Conditions means, as to any Permitted Acquisition or other action contemplated in Section 8.02(i) of this Agreement, (A) Availability is equal to or greater than the greater of 17.5% of the Line Cap or $30.0 million (x) for each of the 30 days immediately prior to making such acquisition on a Pro Forma Basis giving effect to such acquisition as if it were made on the first day of such 30-day period, and (y) immediately after giving effect thereto, and (B) the Fixed Charge Coverage Ratio, calculated on a trailing four-fiscal quarter basis for the most recently ended fiscal quarter for which the relevant financial statements have been delivered to the Administrative Agent, is equal to or greater than 1.00 to 1.00 on a Pro Forma Basis giving effect to the acquisition as if such acquisition has been made on the first day of such measurement period.
Acquisition Conditions means the following conditions: