Advantage Acquisition definition

Advantage Acquisition means the sale and transfer of all of the Included Advantage Spectrum Licenses, directly or indirectly, from Seller
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Advantage Acquisition means the sale and transfer of all of the Included Advantage Spectrum Licenses, directly or indirectly, from Seller to Buyer.
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Advantage Acquisition. The acquisition by the Borrower of (1) approximately 1,069,772 shares (constituting approximately ten percent (10%) of the total shares) of the common stock of Advantage and (2) warrants exercisable, upon the terms and conditions contained therein, for the purchase of up to approximately 1,069,772 additional shares (subject to applicable anti-dilution adjustments) of Advantage's common stock, provided that in connection with the acquisition of such stock and such warrants, each of the following conditions is met: (a) immediately prior to and after, and after giving effect to, the acquisition of such stock and warrants, no Default or Event of Default shall then exist; (b) the aggregate consideration paid or to be paid by the Borrower or any of its Subsidiaries in connection with the acquisition of such stock and such warrants shall not exceed $12,200,000; (c) the acquisition of such stock and such warrants shall have been approved by the board of directors and, if and to the extent required, shareholders of Advantage; (d) the closing of the acquisition of such stock and such warrants shall occur on or before June 30, 2000." "Fifth Amendment Effective Date. The "Effective Date", as defined in the Fifth Amendment To Amended and Restated Revolving Credit Agreement dated as of January 21, 2000 among the Borrower, the Subsidiaries of the Borrower listed on the signature pages thereto, the Agent, the Documentation Agent and the Banks."
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Examples of Advantage Acquisition in a sentence

  • To the contrary, the only evidence introduced at trial showed that Boketo invested $15,000,000.00 in the Debtor in order to finance the Advantage Acquisition.

  • In December 2014, the Company entered into an asset purchase agreement among AES, Able Advantage Acquisition Inc.

  • Accordingly, Advantage is currently a subsidiary of the Company.Details of the Advantage Acquisition were announced to ASX on 11 December 2015 and 17 December 2015.

  • Section 160.203 of the Code of Federal Regulations sets forth the general rule and exceptions for preemption of State law by the Federal Privacy Rule (i.e., HIPAA).

  • Prior to the Advantage Acquisition, the Company (as borrower) was a party to the “A$ facilities agreement (Facility Agreement)” originally dated 21 May 2012 between the Company, certainsubsidiaries of the Company (as guarantors) and Australia and New Zealand Banking Group Limited (ABN 11 005 357 222) (Lender), as amended and restated pursuant to a deed dated 30 May 2014 (Facilities Agreement).

  • In order to assist in funding the purchase price for the Advantage Acquisition, the Company (as borrower) amended and restated the Facilities Agreement such that, amongst other matters, the Lender provided financial accommodation to Smartsalary Group Pty Ltd in relation to the Advantage Acquisition (Advantage Financing Arrangement).

  • Lessee, Advantage Acquisition Corp., Advantage Management Holdings Corp., Xxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxx are parties to an Agreement and Plan of Merger (the “Agreement”), dated as of December 31, 1998.

  • The goodwill recognized on the Advantage Acquisition is primarily attributed to the assembled workforce, the synergies existing within the acquired businesses, and the synergies which will contribute to operational efficiencies within the rest of the Corporation.

  • Notwithstanding the provisions of Section 13.04 of the Loan Agreement, including, without limitation, that the purchase price for any Acquisition shall not exceed $500,000.00 in the aggregate according to the definition of “Permitted Acquisition”, the Agent and the Lenders hereby consent to the Advantage Acquisition, pursuant to the Advantage Acquisition Documents.

  • Advantage Business Holdings, Inc., a Delaware corporation." "Advantage Acquisition.


More Definitions of Advantage Acquisition

Advantage Acquisition contained in section 1 of the Fifth Amendment (and section 1.1 of the Credit Agreement) so as to substitute the dollar amount "$12,900,000" for the dollar amount "$12,200,000" contained in subsection (b) thereof;
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Related to Advantage Acquisition

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

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

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • 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.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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.

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

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • 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.

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

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • 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.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • 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.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

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

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • 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.

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

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

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Business Combination Transaction means: