Affiliate Acquisition definition

Affiliate Acquisition has the meaning specified in the definition of Affiliate Acquisition Distribution.
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Affiliate Acquisition means any transaction or series of related transactions pursuant to which (directly or indirectly) the Partnership Group acquires any equity interests, securities, assets, properties or rights from any Partner or any Affiliate of any Partner (including in a purchase, merger or consolidation) or in respect of which any Partner or any Affiliate of any Partner is entitled to receive consideration.
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Affiliate Acquisition has the meaning set forth in Section 5.5.3 (Exception for Affiliate Acquisition).
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Examples of Affiliate Acquisition in a sentence

  • The General Partners may be paid an Affiliate Acquisition Fee as defined and in the amount stated in Section l.04(a-2), and as such services are substantially rendered by the General Partners.

  • Notwithstanding anything herein to the contrary, Purchaser’s obligation to consummate the transactions contemplated hereby shall be conditioned upon the consummation of the Affiliate Acquisition.

  • XXXX is a wholly owned subsidiary of TOIC and was formed for the purpose of consummating the transactions contemplated under this agreement and the Affiliate Acquisition Agreements and has conducted no other business prior to the date hereof.

  • If this Warrant becomes exercisable by reason of a Affiliate Acquisition and the Affiliate does not cause the Affiliate Acquiror to pay the Warrant Value to the Holder, this Warrant shall remain outstanding in accordance with its terms and all references herein to the "Company" shall thereafter be deemed to apply to the Affiliate Acquiror and all references herein to the "Warrant Shares" shall thereafter be deemed to apply to the common stock of the Affiliate Acquiror.

  • In addition, the term "Competitor Affiliate" shall also include any entity which (Y) acquires all or substantially all of the stock, membership interests or assets of a Competitor Affiliate, or (Z) is the resulting entity of a merger or consolidation with such Competitor Affiliate, and, in either case, which is identified by Tenant in a notice to Landlord (the "Competitor Affiliate Acquisition Notice"), together with reasonably acceptable supporting documentation evidencing the same.

  • No claim shall be asserted by a party against another party unless such claim, when aggregated with other claims asserted under the Affiliate Acquisition Agreements at the same time, involve at least $10,000 of claimed Losses.


More Definitions of Affiliate Acquisition

Affiliate Acquisition shall refer to the acquisition of a subsidiary of the Lender by the Company pursuant which Lender has acquired 1,100,000 shares of common stock of the Company.
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Related to Affiliate Acquisition

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

  • 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.

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

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

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

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Acquisition Transactions means the transactions contemplated by the Acquisition 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.

  • 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.

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

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

  • 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.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

  • 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.

  • 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.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • 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.