Buyer Acquisition definition

Buyer Acquisition means any: (i) acquisition by Buyer and/or its Controlled Affiliates of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Exchange Act) after the Closing Date of all or greater than 80% of the combined voting power of Image’s then outstanding securities or (ii) merger, consolidation, business combination or similar transaction involving Image following which Buyer and/or its Controlled Affiliates have beneficial ownership of all or greater than 80% of the combined voting power of the surviving corporation’s then outstanding securities.
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Buyer Acquisition shall have the meaning assigned thereto in Section 7.1(d).
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Buyer Acquisition means a limited liability company or other entity to be owned directly or indirectly by JEDI II or Buyer's other designee and designated as such prior to the Closing for the purposes of this Agreement, which designation shall be evidenced by the execution by such entity of this Agreement in the manner contemplated by Section 13.05.
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Examples of Buyer Acquisition in a sentence

  • Xxxxxxxxx, CFA Buyer: Acquisition Xxxx Hospital, LLC c/o LifePoint Hospitals 000 Xxxxxx Xxxxx Brentwood, TN 37027 Fax No.: 000-000-0000 Attention: General Counsel with copies (which shall not constitute notice) to: Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP Nashville City Center 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Fax No. 000-000-0000 Attention: W.

  • Xxxxx Xxxxx is the sole member of Buyer and has as of the Closing ensured that Buyer and any Buyer Acquisition Vehicle has sufficient funds necessary to consummate the transactions contemplated by this Agreement.

  • Parent agrees to take all action necessary to cause Buyer, Acquisition Corporation or the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement.

  • Buyer: Acquisition Xxxx Hospital, LLC c/o LifePoint Hospitals 000 Xxxxxx Xxxxx Brentwood, Tennessee 37027 Fax No.: (000) 000-0000 Attention: General Counsel with a copy to: Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP Nashville City Center 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxxxx 00000 Fax No. (000) 000-0000 Attention: W.

  • Buyer: Acquisition Bell Hospital, LLC, a Delaware limited liability company.

  • Buyer: Acquisition Xxxx Hospital, LLC, a Delaware limited liability company.

  • Parent unconditionally guarantees to the Company, the Securityholders, the Stockholders’ Representative, and any other Seller Indemnified Party, the full and complete performance by Buyer, Acquisition Corporation or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Buyer, Acquisition Corporation or the Surviving Corporation, as applicable, under this Agreement.

  • Parent hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Buyer, Acquisition Corporation or the Surviving Corporation, as applicable, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 12.13.

  • Each of Buyer, Acquisition Corporation and the Company will take all such reasonable and lawful action as may be necessary or desirable to effectuate the Merger in accordance with this Agreement as promptly as possible.

  • Closing shall occur on a date mutually agreed to between the parties on or before 30 calendar days after expiration of the Buyer Acquisition Study Period (the “Closing Date”).


More Definitions of Buyer Acquisition

Buyer Acquisition means the acquisition by Buyer or any of its Subsidiaries of all or substantially all of the property of another Person or at least a majority of the voting stock of another Person, in each case whether through a merger, combination, acquisition of equity or purchase of assets.
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Related to Buyer Acquisition

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

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

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% 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 35% 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 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • Shares 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; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

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

  • 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.

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

  • 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 Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

  • 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.

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

  • 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 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • 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.

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • 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);

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

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person: