Assumed Acquisition Debt definition

Assumed Acquisition Debt has the meaning assigned to such term in Section 6.01(n).
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Assumed Acquisition Debt means any Debt of a Person (the “Transaction Party”) that is (a) existing at the time such Transaction Party is amalgamated, merged with or into or consolidated with a Borrower or any Subsidiary in a transaction permitted by this Agreement, provided that such Debt (i) was in existence prior to and not incurred in the contemplation of such amalgamation, merger or consolidation and (ii) is not guaranteed by any Persons which were not Subsidiaries of such Transaction Party prior to such amalgamation, merger or consolidation (except if such Person at no time has assets other than assets that were owned by such Transaction Party immediately prior to such amalgamation, merger or consolidation; or (b) existing at the time of acquisition of such Transaction Party by a Borrower or any Subsidiary in a transaction permitted by this Agreement, provided that such Debt (i) was in existence prior to and was not incurred in the contemplation of such acquisition and (ii) is not guaranteed by any Persons which were not Subsidiaries of such Transaction Party prior to such acquisition (except if such Person at no time has assets other than assets that were owned by such Transaction Party immediately prior to such acquisition).
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Assumed Acquisition Debt has the meaning set forth in the definition of “Permitted Indebtedness”.
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Examples of Assumed Acquisition Debt in a sentence

  • Section 304 will not apply to NewCo 2’s assumption of the Assumed Acquisition Debt (section 304(b)(3)(B)(i) and (ii)).

  • Section 304(a) (and not section 351 and not so much of sections 357 and 358 as relates to section 351) will apply to NewCo 2’s acquisition of the portion of the stock of Sub 1, Sub 2, Sub 3, and OpCo treated as received in exchange for NewCo 2’s assumption of the portion of the Sub 1 Debt that is not included in the Assumed Acquisition Debt (Nonqualifying Debt”) (section 304(b)(3)(A)).

  • On the effective date of this step, the trading price of a share of Sub 3 stock is expected to be between m and n, and thus the value of the f shares of Sub 3 stock contributed to NewCo 2 in the NewCo 2 Exchange is expected to be less than the amount of the Assumed Acquisition Debt.

Related to Assumed Acquisition Debt

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation 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, or a product or a product candidate of, any Person; provided that:

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.