ATX Acquisition definition

ATX Acquisition means the acquisition by Holdings of all of the issued and outstanding Capital Stock of ATX pursuant to the ATX Acquisition Agreement (without any modification or waiver of the terms or provisions thereof in any material respect unless consented to by the Required Lenders) solely with the Escrowed Funds that are released from the Escrow Account.
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Examples of ATX Acquisition in a sentence

  • The Administrative Agent (in its reasonable credit judgment) shall be satisfied with the capitalization and corporate and organizational structure of Holdings and its Subsidiaries (after giving effect to the ATX Acquisition and the other transactions contemplated hereby), including as to direct and indirect ownership and as to the terms of the Indebtedness and Capital Stock of Holdings and its Subsidiaries.

  • All governmental approvals and consents that are required to be obtained under the ATX Acquisition shall have been applied for without any action being taken by any applicable authority that would restrain, prevent or otherwise impose adverse conditions on the ATX Acquisition or the financing thereof.

  • The representations and warranties contained in each of (i) Article VI and (ii) the ATX Acquisition Agreement shall be true and correct on and as of the Closing Date in all material respects, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

  • Such financial statements shall show pro forma Consolidated EBITDA (as defined in the Senior Secured Notes Indenture), including only those adjustments agreed between Holdings and the Administrative Agent, for the twelve month period ending with the last fiscal quarter ended prior to the Closing Date, (A) after giving effect to the Transactions, of not less than $47,500,000 and (B) after giving effect to the Transactions other than the ATX Acquisition, of not less than $29,000,000.

  • The Administrative Agent shall have also received true and correct copies of all Transaction Documents (including the ATX Acquisition Agreement and the related schedules and exhibits, the Senior Secured Notes Indenture and the Senior Secured Notes and the Equity Holder Agreements).

  • After giving effect to the Transactions (other than the ATX Acquisition), Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred stock (or direct or indirect guarantee or other credit support in respect thereof) other than as permitted under Section 9.1 and preferred stock issued pursuant to the Conversion.

  • The Transactions (other than the ATX Acquisition) shall have been consummated pursuant to the definitive documentation relating thereto and all conditions precedent to the consummation of the Transactions (other than the receipt of all governmental approvals or consents necessary or desirable in connection with the ATX Acquisition) shall have been satisfied or, with the prior approval of the Administrative Agent, waived.

  • General • Eliminate provisions regarding ATX Acquisition and related escrow concept.

Related to ATX 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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 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.

  • 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.

  • 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 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.

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

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

  • Stock 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) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • 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.

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

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

  • 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).

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

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

  • 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:

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

  • 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.

  • 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.

  • 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.