Acquisition SPV definition

Acquisition SPV means a direct or indirect Subsidiary of the Parent other than a Loan Party, established or maintained for the purpose of making Investments that are not prohibited hereunder provided it has no other Indebtedness other than Acquisition SPV Indebtedness or Indebtedness owed to a member of the Group.
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Acquisition SPV shall have the meaning assigned to such term in the recitals hereto.
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Acquisition SPV means Berry Global International Holdings Limited, a newly incorporated company under the laws of England and Wales, formed by the Company for the purpose of undertaking the Acquisition.
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Examples of Acquisition SPV in a sentence

  • Borrower shall not, and shall not exercise its voting rights under Acquisition SPV’s Organizational Documents to permit Acquisition SPV to, merge or consolidate with or into any Person or liquidate, dissolve or terminate its existence.

  • There is no outstanding Indebtedness owed by Borrower or Acquisition SPV except as permitted by Section 5.4 and, on the Closing Date, there is no Lien affecting the Collateral, other than Liens in favor of Lender.

  • In connection therewith, on the Closing Date, Borrower shall execute and deliver a letter to Acquisition SPV (the “Irrevocable Instruction Letter”) pursuant to which Borrower shall irrevocably instruct Acquisition SPV to deposit all Net Distributions directly to the Master Collateral Account (the “Irrevocable Instructions”).

  • The Company recognized no gain or loss from these types of contracts during the years ended December 31, 2012, 2011 and 2010.

  • Following the Acquisition Date, Acquisition SPV shall not have any commitment or obligation to make capital contributions to the PMF.

  • Upon receipt of an Issuer Insolvency Payment by the Borrower or the Acquisition SPV, the Borrower shall prepay the Loan in an amount equal to 50% or (in the case of a Full Prepayment Event) 100% of such Issuer Insolvency Payment, provided that any Issuer Insolvency Payment not applied in prepayment of the Loan pursuant to this Clause 6.7 shall be used and applied towards prepayment of the outstanding loans under the KEXIM Facility Agreement.

  • Lontrol BondsNA7.25%to8.25Cotcurrical Paper9.56.50%to8.75Eank Leans10.57.25%to9.75Temporary Investments7.256.50%to8.75Dividends Preferred Stock Dividend on New Issues NA 8.75 to 10.0 Connon Stock Dividend Payout Ratio 64 68 to 71 NA - Not applicable because no instruments are issued in these years.

  • A copy of the Acquisition SPV Partnership Agreement and any other Organizational Documents of Acquisition SPV.

  • Unless Borrower notifies Lender in writing promptly following the date of any change thereto, the chief executive office and the place where each of Borrower and Acquisition SPV keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been and shall continue to be: c/o HarbourVest Partners, LLC, Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Borrower shall not, and shall not exercise its voting rights under Acquisition SPV’s Organizational Documents to permit Acquisition SPV to, create or suffer to exist any Lien, or cause any other Person to create or suffer to exist any Lien (other than Liens in favor of Lender), upon or against any of the assets or properties of Borrower or Acquisition SPV, including, without limitation, the Collateral.


More Definitions of Acquisition SPV

Acquisition SPV shall have the meaning assigned to such term in the definition of “RPC Acquisition.”
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Acquisition SPV means HarbourVest-Origami Structured Solutions L.P., a Delaware limited partnership.
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Acquisition SPV means Xxxxx Global International Holdings Limited, a newly incorporated company under the laws of England and Wales, formed by the Company for the purpose of undertaking the Acquisition.
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Related to Acquisition SPV

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction means any transaction or series of transactions involving:

  • 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.

  • 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).

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

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Acquisition Note means the promissory note of the Borrowers in the form of Exhibit A1 hereto evidencing the Acquisition Loans made by the Bank hereunder and all promissory notes delivered in substitution or exchange therefor, as amended or supplemented from time to time.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • 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:

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.