Capital Acquisition definition

Capital Acquisition means any transaction in which any Group Member acquires (through an asset acquisition, stock acquisition, merger or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing, over the long term, the operating capacity or capital asset base of the Partnership Group from the operating capacity or capital asset base of the Partnership Group existing immediately prior to such transaction. For purposes of this definition, “long term” generally refers to a period of time greater than twelve months.
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Capital Acquisition as used herein shall mean that portion of capital equipment, facilities, leasehold improvements or other property, whenever acquired by Nanogen, which are capitalized on Nanogen's accounting records and which are either: (i) purchased directly by Nanogen; (ii) financed by Nanogen under a conditional sale contract; (iii) financed by Nanogen through a secured loan; or (iv) assets constructed in-house by Nanogen. Assets acquired under capital or financing leases will not be considered capital acquisitions for purposes of this Paragraph.
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Capital Acquisition means each acquisition by the Borrower of Class A membership interests in Redbird received pursuant to the Redbird LLC Agreement as consideration for the payment by the Borrower of one or more capital calls by Cardinal to Redbird (in each case with respect to the amount of such capital call by Cardinal that relates to the Class A membership interests in Redbird owned by Martin Underground at the time of the applicable capital call).
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Examples of Capital Acquisition in a sentence

  • Manager, Walton Street Capital Acquisition Co., L.L.C. Co-Founder and Managing Principal of WSC since its inception on January 1, 1995.

  • Officer, Walton Street Capital Acquisition Co., L.L.C. Principal of WSC since its inception on January 1, 1995.

  • In connection with the Quarterly Report of Kensington Capital Acquisition Corp.

  • Long-term liabilities include, but are not limited to, General Obligation Bonds, Revenue Bonds, Certificates of Participation, Financing (Capital Acquisition) Leases, and Compensated Absences.

  • In connection with the Quarterly Report of LIV Capital Acquisition Corp.

  • By: Name: Title: [Form to be used to exercise Purchase Option: Date: , 20___ The undersigned hereby elects irrevocably to exercise the Purchase Option for [___] Units of Selway Capital Acquisition Corporation and hereby makes payment of $[_________] (at the rate of $[___________] per Unit) in payment of the Exercise Price pursuant thereto.

  • In connection with the Quarterly Report of Sarissa Capital Acquisition Corp.

  • Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Xxxxxxxx Capital Acquisition Corp.

  • Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Kensington Capital Acquisition Corp.

  • In connection with the Quarterly Report of Bison Capital Acquisition Corp.


More Definitions of Capital Acquisition

Capital Acquisition as used herein shall mean that portion of capital equipment, facilities, leasehold improvements or other property, whenever acquired by the Researching Party, which are capitalized on the Researching Party's accounting records and which are either: (A) purchased directly by the Researching Party; (B) financed by the Researching Party under a conditional sale contract; (C) financed by the Researching Party through a secured loan; or (D) assets constructed in-house by the Researching Party. Assets acquired under capital or financing leases will not be considered capital acquisitions for purposes of this section.
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Capital Acquisition as used herein shall mean that portion of capital equipment, leasehold improvements or other property, whenever acquired by Service Provider, which are capitalized on Service Provider's accounting records and which are either: i. purchased directly by Service Provider; ii. financed by Service Provider under a conditional sale contract; iii. financed by Service Provider through a secured loan; or iv. assets constructed in-house by Service Provider. Assets acquired under capital or financing leases will not be considered capital acquisitions for purposes of this section. With respect to capital acquisitions financed by Service Provider with specific borrowing, the financing charge referred to above will be in the amount and at the time of the actual financing costs incurred by Service Provider. With respect to capital acquisitions not financed by Service Provider with specific borrowing, the financing charge will be based on the prime lending rate in effect from time to time at Citibank, N.A., New York, New York, plus two (2) percentage points, to the extent permitted by applicable law, applied to Service Provider's net book value. Net book value is defined -3- 110 as the gross capital acquisition value excluding capital acquisitions financed by Service Provider with specific borrowing, less related accumulated depreciation and amortization. The financing charge for each billing period will be prorated to the extent depreciation or amortization of the capital acquisitions has been allocated to work other than work under this Agreement during such period. The financing charge will be calculated monthly based on the net book value at the end of the preceding fiscal month.
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Capital Acquisition means any transaction in which the Borrower or a Subsidiary of the Borrower acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing (through an increase in acreage or increase in inventory of Timber) the operating capacity of the Borrower or a Subsidiary of the Borrower over the operating capacity immediately prior to such transaction. Where Capital Expenditures are made in part for a Capital Acquisition and in part for other purposes, the portion applicable to the Capital Acquisition will be determined based on the Managing General Partner's reasonable allocation.
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Capital Acquisition means an investment by SCI to acquire new real or existing real property which is not considered an ordinary expense for accounting or tax purposes.
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Capital Acquisition as used herein shall mean the portion of capital equipment or leasehold improvements which are capitalized on the accounting records of ARIAD. Assets acquired under financing leases will be considered capital acquisitions for purposes of this section. Capital acquisitions will be assigned an estimated economic (as opposed to tax) useful life and salvage value, if any, and depreciation and amortization will be computed using the straight-line method.
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Capital Acquisition means each acquisition by the Borrower of Class A membership interests in Redbird received pursuant to the Redbird LLC Agreement as consideration for the payment by the Borrower of one or more capital calls by Cardinal to Redbird (in each case with respect to the amount of such capital call by Cardinal that relates to the Class A membership interests in Redbird owned by Xxxxxx Underground at the time of the applicable capital call).
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Related to Capital Acquisition

  • 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);

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

  • 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).

  • 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 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:

  • 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).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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.

  • 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.

  • 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.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • 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.

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • 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.

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