Consolid Mexico Acquisition definition

Consolid Mexico Acquisition means the acquisition by Mondee, Mondee Acquisition Company, Inc., and the Parent of the Consolid Mexico Acquisition Assets pursuant to the Consolid Mexico Acquisition Documents.
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Consolid Mexico Acquisition means the acquisition by Mondee, Mondee Acquisition Company, Inc., and the Parent of the Consolid Mexico Acquisition Assets pursuant to the Consolid Mexico Acquisition Documents. “Consolid Mexico Acquisition Agreement” means the Stock Purchase Agreement, dated as of May 12, 2023, by and among Mondee, Mondee Acquisition Company, Inc., the Parent and JC & Xxxxxx, S.A.P.I. de C.V, Xxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Xxxxxxxx. “Consolid Mexico Acquisition Assets” means the “Shares” (as defined in the Consolid Mexico Acquisition Agreement). “Consolid Mexico Acquisition Collateral Assignment” means the Collateral Assignment of Acquisition Documents, in form and substance satisfactory to the Administrative Agent, made by Mondee, Mondee Acquisition Company, Inc., and the Parent in favor of the Administrative Agent. “Consolid Mexico Acquisition Documents” means the Consolid Mexico Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Consolid Mexico Earnout Obligations” means, collectively (a) the “Earn-Out Payment” (as defined in the Consolid Mexico Acquisition Agreement) in an aggregate amount not to exceed $1,000,000 during the term of this Agreement and (b) the issuance of the “Earn-Out Shares” (as defined in the Consolid Mexico Acquisition Agreement) in an aggregate amount not to exceed 400,000 shares of the Parent’s Common Stock during the term of this Agreement. “Consolid Mexico Put Right” means the put rights set forth in that certain “Put-Call Option Agreement” made and entered into as of May 12, 2023, by and between the Parent, Xxxx Xxxx Xxxxxx Xxxxx, an individual, Xxxxxxx Xxxxxx Xxxxxx, an individual, and Xxxxxx Xxxxxx Xxxxxxxx, an individual. “Consolid Mexico Subsidiaries” means, collectively, (a) Consolid Mexico Holding, S.A.P.I. de C.V., a sociedad anónima promotora de inversión de capital variable (“CMX Holdings”), (b) Consolid México, S.A. de C.V., a sociedad anónima de capital variable
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Consolid Mexico Acquisition means the acquisition by Mondee, Mondee Acquisition Company, Inc., and the Parent of the Consolid Mexico Acquisition Assets pursuant to the Consolid Mexico Acquisition Documents. “Consolid Mexico Acquisition Agreement” means the Stock Purchase Agreement, dated as of May 12, 2023, by and among Mondee, Mondee Acquisition Company, Inc., the Parent and JC & Xxxxxx, S.A.P.I. de C.V, Xxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Xxxxxxxx. “Consolid Mexico Acquisition Assets” means the “Shares” (as defined in the Consolid Mexico Acquisition Agreement). “Consolid Mexico Acquisition Collateral Assignment” means the Collateral Assignment of Acquisition Documents, in form and substance satisfactory to the Administrative Agent, made by Mondee, Mondee Acquisition Company, Inc., and the Parent in favor of the Administrative Agent. “Consolid Mexico Acquisition Documents” means the Consolid Mexico Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Consolid Mexico Earnout Obligations” means, collectively (a) the “Earn-Out Payment” (as defined in the Consolid Mexico Acquisition Agreement) in an aggregate amount not to exceed $1,000,000 during the term of this Agreement and (b) the issuance of the “Earn-Out Shares” (as defined in the Consolid Mexico Acquisition Agreement) in an aggregate
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Related to Consolid Mexico Acquisition

  • 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.

  • 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 Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • 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:

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

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

  • 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).

  • 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.

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

  • 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.

  • 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.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Transaction means:

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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:

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

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $450,000,000.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • 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.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: