Acquisition Portion definition

Acquisition Portion means, at any time, the portion of the Loan Facility evidenced by the Total Acquisition Term Loan Commitment.
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Acquisition Portion means that portion of the Loan Balance in excess of (i) for the period from and after the date hereof through and including January 31, 2001, $22,350,000, (ii) for the period from and after February 1, 2001 through and including February 28, 2001, $21,800,000 and (iii) for the period from and after March 1, 2001 through and including March 31, 2001, $21,250,000. From and after April 1, 2001, the Acquisition Portion shall be $0.
Sample 1
Acquisition Portion means, at any time, the portion of the Loan ------------------- Facility evidenced by the Total Acquisition Term Loan Commitment.
Sample 1

Examples of Acquisition Portion in a sentence

  • The amount of the requested Advance, when added to the aggregate amount of all prior Advances, shall not exceed the amount of the Acquisition Portion then in effect.

  • Borrower shall pay to Agent, for the benefit of Lenders, for each month through March, 2001, a fee in the amount of one-half of one percent (.50%) per annum (the "NON-UTILIZATION FEE") on the remainder of (i) $38,000,000 minus (ii) the aggregate amount of all prior Advances of the Acquisition Portion as of the last day -29- 39 of such month.

  • Each Acquisition Portion Loan Fee shall be deemed to be fully earned upon the disbursement of the applicable Advance.

  • Concurrently with the disbursement of each Advance of the Acquisition Portion, Borrower shall pay to Lenders a loan fee in the amount of 1.00% of the amount of such Advance.

  • Whenever the Borrower desires that the Banks make Base Rate Loans under any of the Revolving Portion, the Acquisition Portion or the Supplemental Portion of the Loan Facility it shall give the Administrative Agent at the Agent's office not later than 1:00 P.M. (New York time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans.

  • The Borrowing Base as of the date hereof is acknowledged by the Borrower, the Agent and the Lenders to be $30,000,000, inclusive of the Acquisition Portion.

  • Whenever the Borrower desires that the Banks make LIBOR Loans under the Revolving Portion or the Acquisition Portion of the Loan Facility it shall give the Agent at the Agent's Office prior to 10:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of LIBOR Loans.

  • Whenever the Borrower desires that the Banks make Base Rate Loans under either the Revolving Portion or the Acquisition Portion of the Loan Facility (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) it shall give the Administrative Agent at the Agent's office not later than 1:00 P.M. (New York time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans.

  • Each Lender severally agrees to disburse its Pro Rata Share of Advances of the Acquisition Portion to or as directed by Borrower from time to time prior to April 1, 2001 provided all of the terms and conditions set forth in Sections 4.1 and 4.3 have been satisfied.

  • Borrower shall pay to Agent, for the benefit of Lenders, for each month through March, 2001, a fee in the amount of one-half of one percent (.50%) per annum (the "NON-UTILIZATION FEE") on the remainder of (i) $38,000,000 minus (ii) the aggregate amount of all prior Advances of the Acquisition Portion as of the last day of such month minus (iii) the aggregate amount of all prior Additional Portion Advances as of the last day of such month.


More Definitions of Acquisition Portion

Acquisition Portion means Facility A, Facility B and the Facility C Acquisition Portion.
Sample 1
Acquisition Portion a portion of the Loan equal to $38,000,000. ADA: the Americans with Disabilities Act of 1990, as amended, any successor statute thereto, and the rules and regulations issued thereunder, as in effect from time to time. Additional Loan Instruments: collectively, the following documents, as applicable, to be executed and delivered in connection with each Acquisition, in each case in form and substance reasonably satisfactory to Agent:
Sample 1
Acquisition Portion a portion of the Loan in an amount not to exceed the sum of (i) $8,150,000 plus (ii) if the Xxxx Atlantic Seller Note Payment Date occurs on or before June 30, 2000, the amount of the Subsequent Portion as of the Xxxx Atlantic Seller Note Payment Date in excess of the proceeds of the Subsequent Portion actually used to make the Xxxx Atlantic Seller Note Payment and to pay the Subsequent Portion Loan Fee. Advance: an advance of the Acquisition Portion.
Sample 1
Acquisition Portion a portion of the Loan in an amount not to exceed the sum of (i) $8,000,000 plus (ii) if the Xxxx Atlantic Seller Note Payment Date occurs on or before June 30, 2000, the amount of the Subsequent Portion as of the Xxxx Atlantic Seller Note Payment Date in excess of the proceeds of the Subsequent Portion actually used to make the Xxxx Atlantic Seller Note Payment and to pay the Subsequent Portion Loan Fee. Acquisition Portion Availability Period: the period (i) commencing on the date which is 10 days after Agent receives the financial statements required under subsection 6.3.1 for the period ending June 30, 1999 and (ii) ending on June 30, 2000.
Sample 1

Related to Acquisition Portion

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • Acquisition Facility the Acquisition Facility Commitments and the extensions of credit thereunder.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:

  • Transaction Exposure means, for any Transaction, Exposure determined as if such Transaction were the only Transaction between the Secured Party and the Pledgor.

  • 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).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Acquisition Note means a promissory note made by Borrower in favor of a Lender evidencing the Lender’s Applicable Percentage of the Acquisition Loan, substantially in the form of Exhibit G.

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Acquisition Period means the period beginning, at the election of the Company, with the funding date of the purchase price for a Specified Acquisition and ending on the earliest of (a) the third following fiscal quarter end, (b) the Company’s receipt of proceeds of a Specified Equity Offering; and (c) the Company’s election in writing to terminate such Acquisition Period.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Sale Transaction has the meaning set forth in Section 3(a).