Authorized Acquisition definition

Authorized Acquisition shall have the meaning set forth in Section 5.01 of the Company Disclosure Schedule.
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Authorized Acquisition shall have the meaning set forth in Section 5.01 of the Company Disclosure Schedule. “beneficial owner,” with respect to any Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act.
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Authorized Acquisition means an Acquisition to which the Required Lenders have given prior written consent.
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Examples of Authorized Acquisition in a sentence

  • Except with respect to an Authorized Acquisition, the Borrower will not, without the prior written consent of the Lender, alter or amend its capital structure, authorize any additional class of equity, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets if the value of such transaction exceeds $1,000,000.

  • Subsequent Year Capital ProjectsThe Township's 2013 Capital Budget currently includes the following: CIF andOther Funded Bonds & Notes Purpose Total Sources Authorized Acquisition of Ambulance$ 100,000 $100,000 $ -Acquisition of Computer Servers & Equipment 75,000 75,000 - Sewer Reconstruction 100,000 100,000 -$ 275,000 $ 275,000 $ - B.

  • The term “map” means the map entitled “Harriet Tubman Underground Railroad National Historical Park, Proposed Boundary and Authorized Acquisition Areas”, numbered T20/80,001A, and dated March 2014.

  • Borrower shall provide Lender with prior written notice of any acquisition of substantially all of the assets or stock of another Person or Persons using the proceeds of the Revolving Credit Loans, together with pro forma financial information that reasonably demonstrates that after making the proposed acquisition the Borrower will remain in compliance with the financial covenants set forth in Section 5.5 (an "Authorized Acquisition").

  • On the MCEN side, EUS has responsibility for sustaining enterprise EUDs with an Authorized Acquisition Objective (AAO) of approximately 177.5k devices.

  • On a Motion by Mr. Harvey, seconded by Mr. Martin, with all in favor, the Board Authorized Acquisition of the Phase Two Work Product, in an amount not to exceed $250,000.00, for Willow Walk Community Development District.

  • Our data was acquired from the patients at the National Taiwan University Hospital (NTUH), where the patient data annotated with ICD-10 from January 2016 to July 2017 is used.

  • Failure to do so may result in an oversupply of graduates with priority skills, leading to further complications for the country’s economy.ESHEC will attend the Higher Education Conference hosted by CHE from February 28th to March 1st, 2024, at Emperors Palace in Johannesburg.

  • As an example, the AN/USM-717 family of ATS is intended to complete the original Authorized Acquisition Objective (AAO) of the AN/USM-657 ATS but introduces a smaller footprint while at the same time increasing the operational characteristics in an effort to expand the level of support provided.

  • Fielding will be in accordance with the Authorized Acquisition Objective spreadsheet created by LPD and MARCORSYSCOM.


More Definitions of Authorized Acquisition

Authorized Acquisition shall have the meaning set forth in Section 5.01 of the Company Disclosure Schedule. "beneficial owner," with respect to any Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act. "business day" means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in The City of New York.
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Authorized Acquisition shall have the meaning set forth in Section 5.01 of the Company Disclosure Schedule. "beneficial owner," with respect to any Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act.
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Authorized Acquisition has the meaning given such term in Section 4.8 hereof.
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Related to Authorized Acquisition

  • 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:

  • 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.

  • 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.

  • 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).

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

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

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

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

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

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

  • 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.

  • Asset Acquisition means (a) an Investment by the Company, the Issuer or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company, the Issuer or any Restricted Subsidiary or (b) the acquisition by the Company, the Issuer or any Restricted Subsidiary of the assets of any Person, which constitute all or substantially all of the assets or of an operating unit or line of business of such Person or which is otherwise outside the ordinary course of business.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • 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.

  • 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.

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

  • 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);

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

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

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

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

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • 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.