Acquisition Conditions definition
Acquisition Conditions means, with respect to any acquisition of assets (including assets constituting a business unit, line or business, division or discrete set of assets, but excluding Oil and Gas Properties (which, for the avoidance of doubt, are subject to the Asset Acquisition Conditions)) or Equity Interests, (a) if such acquisition involves the acquisition of Equity Interests of a Person, such acquisition shall result in the issuer of such Equity Interests becoming a Wholly-Owned Subsidiary and, to the extent required by Section 8.14, a Guarantor; (b) such acquisition shall result in the Collateral Agent, for the benefit of the Secured Parties, being granted a security interest in any assets or Equity Interests so acquired to the extent required by Section 8.14; (c) subject to Section 1.06, immediately after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; (d) (i) the Total Secured Leverage Ratio shall be less than 1.50 to 1.00, (ii) the Asset Coverage Ratio shall not be less than 2.00 to 1.00 and (iii) the Current Ratio shall be at least 0.90 to 1.00 (or, for the month ending April 30, 2026 and thereafter, 1.00 to 1.00), in each case calculated on a Pro Forma Basis giving effect to such acquisition; and (e) immediately after giving effect to such acquisition, the Company and its Subsidiaries shall be in compliance with Section 9.06.
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)
Acquisition Conditions has the meaning specified in Section 5.02(b)(v).
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).
Subject to the satisfaction of the Post-Closing Acquisition Conditions, any Issuer may (but shall not be required to) acquire Post-Closing Properties on the Post-Closing Acquisition Date using amounts on deposit in the Post-Closing Acquisition Reserve Account.
All of the conditions set forth (i) in Section 5.2 of the Credit Agreement and (ii) in the definition of "Willow Acquisition Conditions" in the Amendment shall have been satisfied and the lenders under the Credit Agreement shall have provided funding thereunder in connection with the Closing, except where the failure of this condition to be satisfied is the result of a breach by Airgas of any of its obligations under the Credit Agreement or Section 7.13 hereof.
The Borrower hereby notifies you and certifies to you as follows pursuant to Section 3(a) of the Escrow Agreement that, prior to or concurrently with the release of the Escrowed Property from the Escrow Account, the Delta Acquisition Conditions have been satisfied.
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More Definitions of Acquisition Conditions
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...
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 (x) 17.5% of the Line Cap and (y) $30.0 million (i) 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 (ii) immediately after giving effect thereto and (B) if Availability is less than the greater of (x) 30.0% of the Line Cap and (y) $52.5 million (i) for each of the 30 days immediately prior to making such acquisition as if it were made on the first day of such 30-day period, and (ii) immediately after giving effect thereto, 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 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 conditions to implementation of the Acquisition set forth in Appendix 1 to the Announcement.
Acquisition Conditions means the terms and conditions set out in Appendix I of the Rule 2.5 Announcement;
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 (x) 17.5% of the Line Cap and
Acquisition Conditions means the conditions set forth on Annex D-2 to the Agreement.