Covered Acquisition definition

Covered Acquisition means an Acquisition of a Person or assets constituting a line of business by the Borrower or any of its Subsidiaries, the aggregate cash consideration for which equals or exceeds $500,000,000.

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Covered Acquisition means an acquisition of Voting Securities of an Issuer that is subject to the reporting and waiting requirements of the HSR Act, U.S.C. § and that is not otherwise exempt from the requirements of the HSR Act, but for which Defendants have not reported under the HSR Act, in reliance on the exemption pursuant to Section (c)(9) of the HSR Act, 15 U.S.C. § ("Exemption").

Covered Acquisition means, in respect of any Disposition, (a) the acquisition or development of theatre properties or other activities incidental thereto within 360 days of such Disposition, or (b) the entering into a definitive agreement to acquire or develop theatre properties or other activities incidental thereto within 360 days of such Disposition, provided that such acquisition or development is completed within 360 days of such Disposition.

Examples of Covered Acquisition in a sentence

Any prepayments required to be made pursuant to this Section 2.8(a) shall be made on the 361st day in accordance with the definition of Covered Acquisition, after the date of such Disposition.
Within thirty (30) days after each successive Acquisition or Change of Control, Licensee or the assignee, as the case may be (the “Reporting Party”), shall provide written notice to Finisar of such Acquisition or Change of Control and whether such Acquisition or Change of Control is a Covered Acquisition or Covered Change of Control.
As an example of how this provision shall operate, if a Covered Acquisition occurred on January 1, 2020, and at that time Licensee’s trailing twelve month Revenues were $200 million and the acquired business’s trailing twelve (12) months revenues from the sale of products that would be Licensed Products if licensed hereunder were $100 million, then the Yearly License Fee for the successive year beginning on May 1, 2020 would increase from $3.3 million by a factor of 1.5 to $4.95 million.
Each such notice shall specify (a) the trade date of the Covered Acquisition and (b) the aggregate number of Common Shares acquired in connection with the Covered Acquisition.
Any prepayments required to be made pursuant to this Section 2.8(a) shall be made on the 361st day in accordance with the definition of Covered Acquisition, after the date of such Disposition (the "Prepayment Date").
Within sixty (60) business days after the first Covered Acquisition or Covered Change of Control, the Reporting Party shall provide to Finisar a report of the worldwide Revenue generated by the sale of Licensed Products in the most recently completed twelve (12) full months preceding such Covered Acquisition or Covered Change of Control.

More Definitions of Covered Acquisition

Covered Acquisition means an Acquisition where the business of the acquired company includes, as of the closing date of such Acquisition, the sale of products that would be Licensed Products if licensed hereunder.

Covered Acquisition has the meaning set forth in Section 3.03.