Benchmark Acquisition definition

Benchmark Acquisition means the acquisition by Borrower of the Benchmark Stations pursuant to the Benchmark Acquisition Documents and upon terms and conditions set forth therein.
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Benchmark Acquisition means the acquisition by Mediacom California --------------------- pursuant to the Benchmark Acquisition Agreement of substantially all of the assets comprising the cable television systems of Benchmark in the communities of Ridgecrest, and China Lake Naval Station, California, and in San Bernadino County and Xxxx County, California.
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Benchmark Acquisition means the transactions contemplated by the Benchmark Agreement.
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Examples of Benchmark Acquisition in a sentence

  • Borrower shall deliver to Lender a Manager's Certificate stating that (i) the Benchmark Acquisition has been duly approved, (ii) all actions necessary by it to consummate the Benchmark Acquisition have been taken (other than the payment of the purchase price which shall not exceed $14,500,000 and the conveyance of the appropriate assets) and (iii) Borrower will proceed to consummate the Benchmark Acquisition immediately upon the making of the initial Loan on the Closing Date.

  • The initial business of the Company shall be to acquire and operate CATV Systems located in the communities of Ridgecrest, California; China Lake Naval Station, California; San Bernardino County, California and Xxxx County, California pursuant to that certain Asset Purchase Agreement, dated as of November 6, 1995, between Benchmark Acquisition Fund II Limited Partnership and Mediacom, which Asset Purchase Agreement has been assigned to the Company.

  • Lender shall have received originally executed copies of the favorable written opinions of each of the counsel referred to in the Benchmark Acquisition Documents, dated as of the Closing Date, and each such opinion of counsel shall state that Lender is entitled to rely thereon.

  • These properties included the Debtor’s merger with Century Communications Corporation, Frontiervision Partners, LP, Cleveland Cablevision, Harron Communications Corporation, Prestige Communications of North Carolina, Inc., GS Communications, Inc., Daniels Cablevision, Inc., TCI of Pennsylvania, Inc and AT&T Broadband of Ohio, LLC, Benchmark Acquisition Fund I, LP, Benchmark Media, Inc., the Debtor’s exchange with TCI of Virginia, Inc and TCI Intermedia, and the Debtor’s exchange with Comcast Corporation.

  • Motion passed unanimously.The Court Representatives Group (CRG) met on Tuesday, Feb.

  • Nothing in this Section 6.2 shall require Capstar to breach any confidentiality agreement made in connection with the Benchmark Acquisition.

  • The Benchmark Acquisition shall have been consummated and all of the conditions to closing such acquisition shall have been satisfied.

  • Figure 2.5: Primary characteristics of BEAT protocols [19]2.2.4. The Hashgraph Protocol The Hashgraph protocol is an asynchronous BFT atomic broadcast protocol [20] that departs in structure from prior work by not using communication to vote, but only to broadcast transactions, by aiming to execute broadcast and voting simultaneously.

  • The following sentence is inserted at the end of Section 1.6(i) of the Merger Agreement: The parties agree that neither Mergeco nor Coopxxx & Xybrxxx xxx dispute a component of the BCF Calculation to the extent the disputed component was derived from the Coopers Audit, the Coopers Audit Report (including the notes thereto) or the Coopers Work Papers and, in the event any such dispute is raised, the Referee shall resolve such dispute in favor of Bencxxxxx; xxovided, however, that Benchmark Acquisition, Inc.

  • Buyer is the ultimate parent of Assignor, Capstar, the entities acquired in the Benchmark Acquisition and directly or indirectly holds all of the issued and outstanding capital stock of each entity set forth on Schedule 3.4(a) to the Purchase Agreement.


More Definitions of Benchmark Acquisition

Benchmark Acquisition means the Acquisition of all of the issued and outstanding Stock of Benchmark pursuant to the Stock Purchase Agreement dated as of March 9, 2017 (as amended by the Amendment No. 1 to Stock Purchase Agreement dated as of April 20, 2017, and as further amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement, the Benchmark Purchase Agreement and, together with all documents and instruments executed in connection therewith, to the extent amended in accordance with the terms of this Agreement) among Holdings, Benchmark and the other Persons party thereto.
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Benchmark Acquisition means the acquisition to be effected pursuant to the Agreement and Plan of Merger by and among Benchmark Communications Radio Limited Partnership, Benchmark Acquisition, Inc., Benchmark Radio Acquisition Fund I Limited Partnership, Benchmark Radio Acquisition Fund IV Limited Partnership, Benchmark Radio Acquisition Fund VII Limited Partnership, Benchmark Radio Acquisition Fund VIII Limited Partnership, Josexx X. Xxxxxxx XX, Xxucx X. Xxxxxxx, Xxpstar and BCR Holding, Inc., dated as of December 9, 1996.
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Related to Benchmark Acquisition

  • 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.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

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

  • 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.

  • 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.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • 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).

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

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

  • 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:

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • 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.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • 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.

  • 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.

  • 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);