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 Borrower and Champion shall execute and deliver to the Agent for the benefit of each of the Banks the Collateral Assignments in the form attached as Exhibit 1.1(C) to the Credit Agreement pursuant to which they shall assign their interests in (1) the Rental Contracts of the Borrower and Champion, (2) the leases acquired by the Borrower from the Ace Entities and the leases of Champion and (3) the Ace Acquisition Agreement and the Champion Acquisition Agreement.

  • 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.

  • 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.

  • All material consents required to effectuate the transactions contemplated by the Ace Acquisition Documents and the Champion Acquisition Documents (except for the consents of the landlords under the Restrictive Champion Leases which consents are addressed in Section 8.2.26 of the Credit Agreement) shall have been obtained.

  • The Agent and the Banks waive the requirement that the Loan Parties deliver to the Agent written notice of the Champion Acquisition under Subsection 8.2.6(2)(vi) (as more fully described in such Subsection) at least fourteen (14) days before the consummation of such acquisition, provided that the Loan Parties shall deliver such notice and otherwise comply with such Subsection in connection with the Champion Acquisition on or before the Second Amendment Effective Date.

  • Borrower has delivered to the Agent for the benefit of the Banks true and correct copies of the Ace Acquisition Agreement and the Champion Acquisition Agreement.

  • 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 Loan Parties represent, warrant and covenant to the Agent and each of the Banks that after giving effect to the waivers in this Section 2 above and upon satisfaction of the conditions set forth in Section 3 of this Amendment, each of the conditions in Section 8.2.6(2) of the Credit Agreement shall be satisfied with respect to each of the Ace Acquisition and the Champion Acquisition and each such acquisition shall constitute a "Permitted Acquisition" as such term is defined in Section 8.2.6(2).

  • Borrower shall have delivered true and correct copies of all the documents executed or delivered in connection with the Ace Acquisition and the Champion Acquisition.

  • The transactions under the Ace Acquisition Agreement and the Champion Acquisition Agreement shall have been consummated.

Related to Champion Acquisition

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

  • 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.

  • 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.

  • 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 pursuant to a Dividend Reinvestment Plan;

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line 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 date on which the Acquisition is consummated.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • 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 a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • 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.

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • 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.