Closing Acquisition definition

Closing Acquisition means the acquisition by Holdings of 100% of the Equity Interests of Paycor pursuant to the Acquisition Agreement by virtue of the merger of Merger Sub with and into Paycor, resulting in Paycor surviving such merger and becoming a wholly-owned Subsidiary of Holdings as a result of the consummation thereof.
Sample 1
Closing Acquisition means the Acquisition by Borrower of substantially all the assets of CLMBR, Inc., a Delaware corporation, and CLMBR1, LLC, a Colorado limited liability company, pursuant to the Closing Acquisition Agreement.
Sample 1

Examples of Closing Acquisition in a sentence

  • Until the Closing (and permanently if there is no Closing), Acquisition and its representatives will keep confidential any information which they obtain from Client concerning its properties, assets, and business.

  • Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Closing, Acquisition Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any Indebtedness.

  • The portion of the Closing Acquisition Price to be used by the Easynvest Shareholders for the payment of the Nubank Shares is defined in “Annex 3.1” of this Agreement, provided that such Easynvest Shareholders shall not use such funds for any purpose other than the payment of the Nubank Shares, as set forth in this Chapter 4.

  • In connection with the Closing, Acquisition Sub and MSB shall duly execute and deliver articles of merger (the “Articles of Merger”) to the Maryland State Department of Assessments and Taxation for filing pursuant to the MGCL.

  • The Easynvest Shareholders confirm that the payment of the Closing Acquisition Price is a fair and adequate compensation for purposes of compliance with the non-competition obligation set forth in this Clause 9.1.

  • For purposes of clarification, the BACEN’s Notice shall not include any request relating to the corporate reorganization of the Investor or its Affiliates, except for the request for approval of the capital increases for the payment of the Closing Acquisition Price or any other corporate act already authorized or provided for in this Agreement, including, but not limited to, the assumption of the obligations and rights set forth in this Agreement by DTVM Nubank.

  • At the Closing, Acquisition shall pay the aggregate purchase price for the Shares to be sold by the Seller by either delivery of a check in New York Clearing House funds payable to the order of such Seller, or by wire transfer of immediately available funds to an account designated by the Seller at least three business days prior to the Closing.

  • Notwithstanding any opposite provision set forth in this Agreement, the maximum indemnity value requested by the Investor Indemnified Parties shall be limited to the value of one hundred million reais (R$100,000,000.00) (“Cap”), except for the Losses arising from default or bad faith of the Easynvest Shareholders or violation of the Essential Representations of the Easynvest Shareholders, in which case the Cap shall be equivalent to the Closing Acquisition Price.

  • In conformity with the provisions set forth in Clause 4.2(ii)(1) and Clause 6.4, the Investor shall perform the full payment of the Closing Acquisition Price, in cash, on the Closing Date, upon transfer of the immediately available funds to the bank accounts of the Easynvest Shareholders, considering the amounts and proportions described in Clause 3.4.

  • At Closing, Acquisition will receive title to, or a valid leasehold or license interest in, all the Purchased Assets, free and clear of all Liens of any nature whatsoever except those described in Section 4.11.

Related to Closing Acquisition

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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).

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • 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);

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

  • 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) under 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.

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

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

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

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.