AMI Acquisition definition

AMI Acquisition has the meaning given to the term “Acquisition” in the Joint Development Agreement.
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AMI Acquisition means the acquisition of any AMI Acquisition Assets.
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AMI Acquisition means the acquisition of the Capital Stock of AMI pursuant to the Tender Offer and the subsequent Merger.
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Examples of AMI Acquisition in a sentence

  • Such notice shall include a full description of the AMI Lease so acquired, a copy of the instrument by which such rights were acquired together with, all documentation relevant thereto, meaning, copies of the leases, abstracts, title memos, assignments, subleases, farm outs or other contracts affecting the AMI Lease; and the AMI Acquisition Cost as defined below, including an itemized statement thereof.

  • The Non-Acquiring Party shall promptly reimburse Acquiring Party for the Non-Acquiring Party’s share of the AMI Acquisition Costs, as reflected by the invoice.

  • The shares of the parties shall be: Participant: 25% PetroShare: 75% Promptly after the acceptance of the offered AMI Lease, the Acquiring Party shall invoice the Non-Acquiring Party for Non-Acquiring Party’s Share of the AMI Acquisition Costs.

  • Failure to make an election, by notice, within that time period shall be deemed to be an election by the Other Party to participate in that AMI Acquisition for its Participating Interest, provided that such election will be an election not to participate insofar as the election relates to a Regional Significant Facility.

  • Pursuant to the Asset Purchase Agreement dated as of January 20, 1998, by and among the Company, Stockholder, Aerospace Parts Security, Inc., a Connecticut corporation, The Suisxxx Xxxanium Corporation, a Connecticut corporation, AMI Acquisition Co., a Delaware corporation, and Michxxx Xxxxxxx (xxe "PURCHASE AGREEMENT"), Stockholder received from the Company shares of the Company's common stock, par value $.01 per share (the "COMMON STOCK").

  • Failure of any non-acquiring Party to timely respond to the acquiring Party shall be deemed an election by the non-acquiring Party not to acquire its proportionate share of such AMI Acquisition.

  • Subject to the terms and conditions hereof, and relying on the representations and warranties set forth herein, the Lender agrees to make a term loan (the “AMI Acquisition Loan”) to the Company available in a single drawdown on the Third Effective Date in an amount not to exceed the AMI Acquisition Loan Commitment.

  • Upon receipt of an election from a Non-Acquiring Party to participate and acquire a proportionate share of any AMI Acquisition, the Acquiring Party will send invoices to such participating Non-Acquiring Party for its proportionate share of the total out of pocket costs incurred with respect to the AMI Acquisition with reasonable supporting documentation.

  • Each non-acquiring Party (other than Channel) shall then have the right, within thirty days (30) of receipt of such AMI Acquisition Notice, to elect, in writing, to receive an assignment of its share (as to Fortune 25%; as to Prime 25%; as to all Seismic Partners 50%) (pursuant to each Seismic Partner's Prospect Working Interest election) of such acquired interest and all obligations associated therewith.

  • Within thirty (30) days after its receipt of the AMI Acquisition Notice, the Operator shall have the right (on behalf of the Parties, in accordance with this Agreement), to elect, in writing, to acquire all or some portion of that AMI Dedicated Interest.


More Definitions of AMI Acquisition

AMI Acquisition shall have the meaning set forth in Article XI.
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AMI Acquisition has the meaning set forth in Section 6.1(c);
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AMI Acquisition means an acquisition of an interest in Oil and Gas Assets by the Company, as may be required pursuant to Section 9.2(h) of the Joint Development Agreement.
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Related to AMI Acquisition

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • 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.

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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);

  • 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.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

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

  • 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.

  • 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.

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

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • 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.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

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

  • 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 Transactions means the transactions contemplated by the Acquisition Agreement.

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

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

  • 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.

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

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