Chello Acquisition definition

Chello Acquisition means the acquisition by the Company and certain other parties of all of the equity interests and certain related loan receivables of Chello Zone Holdings Limited, an England and Wales company, and certain other entities pursuant to the Agreement for the Acquisition of The Chello Group, dated October 28, 2013.
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Chello Acquisition means the acquisition of all of the equity interests and certain related loan receivables of CZHL, Plator Holding BV, a Netherlands company (“Plator”), Chello Benelux Movieco Limited, an England and Wales company (“CBML”), Chello Latin America LLC, a Delaware limited liability company (“Chello Latam”), Chellomedia Services B.V., a Netherlands company (“CMS”), At Media Sp. z.o.o., a Polish company (“Atmedia POL”), Chello Central Europe Zrt, a Hungary company (“CCE HU”) and Chello Central Europe S.r.o., a Czech Republic company, all of the preferred equity interest in Chello MovieCo, Inc., a Delaware corporation (“CMC Inc” and together with CZHL, Plator, CBML, Chello Latam, CMS, DXD POL, Atmedia POL and CCE HU, which, collectively together with their subsidiaries, are hereinafter referred to as the “Chello Company”).
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Chello Acquisition means the acquisition of all of the equity interests and certain related loan receivables of CZHL, Plator Holding BV, a Netherlands company (“Plator”), Chello Benelux Movieco Limited, an England and Wales company (“CBML”), Chello Latin America LLC, a Delaware limited liability company (“Chello Latam”), Chellomedia Services B.V., a Netherlands company (“CMS”), At Media Sp. z.o.o., a Polish company (“Atmedia POL”), Chello Central Europe Zrt, a Hungary company (“CCE HU”) and Chello Central Europe S.r.o., a Czech Republic company, all of the preferred equity interest in Chello MovieCo, Inc., a Delaware corporation (“CMC Inc” and together with CZHL, Plator, CBML, Chello Latam, CMS, DXD POL, Atmedia POL and CCE HU, which, collectively together with their subsidiaries, are hereinafter referred to as the “Chello C ompany”).
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Examples of Chello Acquisition in a sentence

  • The Lenders shall have received a certified copy of the Chello Acquisition Agreement with all annexes, exhibits and schedules thereto.

  • The Lenders shall have received a Compliance Certificate showing that (i) the Borrower is in compliance with the provisions of this Credit Agreement as of the Closing Date and that (ii) as of September 30, 2013 and without giving effect to the Chello Acquisition, the Cash Flow Ratio shall not exceed 6.50 to 1.00.

  • The proceeds of the Subsequent Term A Borrowing shall be used to finance in part the Chello Acquisition and to pay fees and expenses related thereto.

  • The Lenders shall have received a Compliance Certificate showing that (i) the Borroweris in compliance with the provisions of this Credit Agreement as of the Closing Date and that (ii) as of September 30, 2013 and without giving effect to the Chello Acquisition, the Cash Flow Ratio shall not exceed 6.50 to 1.00.

Related to Chello Acquisition

  • 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.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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 Transaction means any transaction or series of transactions involving:

  • 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.

  • 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);

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

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

  • 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.

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

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

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

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

  • 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.

  • 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).

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

  • 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.

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • 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.

  • 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.

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