Approved Acquisitions means the Company acquires, directly or indirectly (i) through any sale, lease, license, assignment, transfer, conveyance or other disposition all or substantially all of the assets of another Person in one or a series of related transactions or (ii) in one or more related transactions (including, without limitation, through a merger or series of mergers) more than 50% of the voting securities of another Person, where any such acquisition is approved by the holders of at least 51% in principal amount of the then outstanding Senior Secured Convertible Debentures.
Approved Acquisitions means the Company acquires, directly or indirectly (i) through any sale, lease, license, assignment, transfer, conveyance or other disposition all or substantially all of the assets of another Person in one or a series of related transactions or (ii) in one or more related transactions (including, without limitation, through a merger or series of mergers) more than 50% of the voting securities of another Person, where any such acquisition is approved by the holders of at least 51% in Principal Amount of the then outstanding Debentures.
Approved Acquisitions means (a) the Otonomo Acquisition provided that (i) the Otonomo Acquisition Documentation is not amended, restated, supplemented, or otherwise modified, no provision of the Otonomo Acquisition Documentation is waived and no consent to any action that would be prohibited by Section 5.1 of the Otonomo Acquisition Agreement in each case in any manner that is adverse to Agent or the Initial Lenders (whether in their capacity as Lenders or holders of Warrants) in any respect on or prior to the closing of the Otonomo Acquisition, and (ii) the Otonomo Acquisition occurs by December 31, 2023, and (b) following the occurrence of a Public Trading Trigger, the acquisition (including, without limitation, by merger or consolidation) by any Loan Party after the Closing Date of all or substantially all of the assets or a business line, product line or unit or division of, or a majority of the capital stock (or membership interests) of, or an exclusive license or right to use the Intellectual Property or other assets of, a non-affiliated entity (the “New Target”), where all of the following criteria are satisfied: (i) no Event of Default shall have occurred and be continuing or would result from the consummation of the proposed acquisition and Agent and the Required Lenders have received evidence that the Loan Parties are in compliance with all terms and conditions of this Agreement on a pro forma basis after giving effect to such acquisition, (ii) if the acquisition includes a merger of Borrower, Borrower shall remain the surviving legal entity after giving effect to such acquisition; (iii) if such acquisition is a stock acquisition, the Loan Parties shall cause the New Target to comply with the requirements set forth in Section 6.10 of this Agreement (unless such New Target, on a pro forma basis after giving effect to the consummation of the acquisition, constitutes an Immaterial Subsidiary); (iv) no Loan Party is required to assume or guarantee any Indebtedness other than Permitted Indebtedness in connection with the transaction or the ownership or operation of the New Target or any of New Target’s assets, (v) the business and operations of the New Target is substantially similar to that of the Borrower (or is a line of business reasonably related thereto); and (vi) the total cash consideration (including any earnout, deferred payments or management/employee compensation) payable by the Loan Parties in connection with all such transactions (or series of related transac...
Examples of Approved Acquisitions in a sentence
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental thereto (other than with respect to the Approved Acquisitions (as defined in the Securities Purchase Agreement).
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose other than as reasonably necessary to effect the Approved Acquisitions.
Each Borrower will not, and will not permit any of its Subsidiaries to, engage in any business activity, except the Existing Lines of Business and business activities arising from Approved Acquisitions.
Each Borrower shall apply the proceeds of each Borrowing in accordance with RECITAL G, PROVIDED, that, without limiting the foregoing, no proceeds of any Loan will be used to acquire or carry any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or any "margin stock", as defined in F.R.S. Board Regulation U except for Approved Acquisitions in compliance with F.R.S. Board Regulation U.
Further, the Company agrees that it shall not enter into a similar agreement (or one that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity other than in connection with Approved Acquisitions (as defined in the Debentures).
More Definitions of Approved Acquisitions
Approved Acquisitions means the acquisitions identified in Schedule 7.04.
Approved Acquisitions means (a) the Mobile Refinery Acquisition, (b) [reserved], (c) the acquisition pursuant to the Myrtle Grove Purchase Agreement, (d) the acquisition pursuant to the Heartland Purchase Agreement and (e) any Ordinary Course Acquisitions.
Approved Acquisitions means (A) acquisitions by the Company or its subsidiaries of a business enterprise or assets or (B) joint ventures by the Company with third Persons.
Approved Acquisitions means the acquisitions by Borrower of certain assets and other rights relating to the manufacture, sale and/or distribution of certain biopharmaceutical products to the extent approved by Agent in writing prior to the Closing Date.
Approved Acquisitions means certain add-on acquisitions consummated on or prior to the Closing Date in accordance with the terms set forth in the Merger Agreement.
Approved Acquisitions means (a) the consummation of the acquisition of assets by the Borrower or any of its Subsidiaries pursuant to the exercise of any or all of the WPTT Conversion Option, the Glencairn Options and the WDBB Options, (b) the acquisition of stock or assets and assumption of liabilities relating to WFBC-AM and WFBC-FM, Greenville, South Carolina and WORD-AM, Spartanburg, South Carolina in accordance with the terms hereof by the Borrower or any of its Subsidiaries pursuant to the exercise of either option Credit Agreement granted to the Borrower or such Subsidiary under the Option Agreement dated as of July 7, 1995, as amended, by and among Keymarket of South Carolina, Inc. ("Keymarket S.C.") and the Borrower (as assignee of River City), (c) the acquisition of assets and assumption of liabilities relating to WSPA-AM and WSPA-FM, Spartanburg, South Carolina in accordance with the terms hereof by the Borrower or any of its Subsidiaries pursuant to the exercise of the option granted to the Borrower or such Subsidiary under the Option Agreement dated as of August 30, 1994, as amended, by and among The Spartan Radiocasting Company, Inc. and the Borrower (as assignee of River City, which, in turn, is assignee of Keymarket S.C.), (d) the acquisition of assets (or of the capital stock (or other equity ownership interest) of the Person that owns such assets) and assumption of liabilities relating to WPMR-AM and WKRF-FM, Tobyhanna, Pennsylvania in accordance with the terms hereof, (e) the acquisition of assets and assumption of liabilities relating to KUPN-TV Las Vegas, Nevada in accordance with the terms and conditions under that Asset Purchase Agreement dated January 31, 1997 by and between Channel 21, L.P. and KUPN, Inc. and (f) the acquisition of assets (or of the capital stock (or other equity ownership interest) of the Person that owns such assets) and assumption of liabilities relating to WXWX-FM, Easley, South Carolina, and WXWZ-FM, Greer, South Carolina.
Approved Acquisitions means the acquisitions of the two targets disclosed in the Confidentiality Agreement at the date of this Agreement, and other acquisitions or strategic transactions which may be approved by a Noteholder Majority in writing during the Term;