Champion Acquisition definition

Champion Acquisition means the acquisition by the Partnership of substantially all of the business and assets of Champion;
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Champion Acquisition means the Acquisition by Petro Holdings, Inc. of the Equity Interests (as defined in the Champion Acquisition Agreement) pursuant to the Champion Acquisition Agreement.
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Examples of Champion Acquisition in a sentence

  • The Clear Escrow Agreement provides that the certificates representing the Common Shares held in escrow pursuant to the Clear Escrow Agreement will be released to Clear on June 12, 2010, subject in each case to certain industry standard escrow release conditions relating to a "change of control" or take-over bid in respect of the Corporation.(2) The 791,776 Common Shares are held by the Escrow Agent in accordance with the terms of the Champion Escrow Agreement pursuant to the Champion Acquisition.

  • The Loan Parties shall deliver to the Agent an executed Landlord's Waiver from lessors of at least 50% of the Collateral locations added pursuant to the Ace Acquisition and the Champion Acquisition in accordance with Section 8.2.24 of the Credit Agreement, except that the term "closing date" as used in Section 8.2.24 as it relates to the Ace Acquisition and the Champion Acquisition shall be deemed to mean the Second Amendment Effective Date.

  • The difference between the fair value of the consideration for the One Champion Acquisition determined based on the closing price of HK$ 0.10 per share of the Company on the Completion Date and the consideration for the acquisition based on the price of HK$ 0.08 per consideration share pursuant to the sale and purchase agreement has resulted in an increase in the goodwill and share premium by the same amount of approximately HK$70,155,000.

  • No Event of Default or Potential Default which might not be cured before it results in an Event of Default shall have occurred and be continuing after giving effect to the Champion Acquisition to be consummated simultaneously with the Second Amendment Effective Date.

  • There shall have been no amendments to the Ace Acquisition Agreement or the Champion Acquisition Agreement between the date on which Borrower delivered such documents to the Agent (which shall be on or before the date of this Amendment) and the Second Amendment Effective Date unless the Agent and the Banks shall have consented to the same in writing.

  • The Company shall notify Seller with reasonable promptness if the Champion Acquisition is completed by the Company or any of its Affiliates.

  • The Partnership used a portion of the gross proceeds of the offering to fund a portion of the purchase price of the Champion Acquisition.

  • Since the re-measurement of the Group’s 27% equity interest in One Champion held before the One Champion Acquisition to fair value did not result in significant difference with its carrying value, there was no gain or loss recognised from the re-measurement.

  • Whilst rice starch is generally more costly than other types of starch, its granules are the smallest amongst all commercially available food starches, with granule sizes in the range of about 2 to 8 micron.

  • Among other topics, Dr. Wilson opined that “a conservative estimate would suggest there are at least 592 LGBTQ youth out of the total of 3,102 youth ages 13 and older who spent at least one day in some kind of foster family care (using the DHS report for FFY 2018).” Id. at 8.Defendants move to exclude Dr. Wilson’s testimony and report as unreliable.

Related to Champion Acquisition

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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);

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

  • 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.

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

  • 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:

  • 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.

  • 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.

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

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

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

  • 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.

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

  • 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.

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

  • 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 Transactions means the transactions contemplated by 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).

  • 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.

  • 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.

  • 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.