Eligible Acquisition means any acquisition by any Obligor (regardless of the structure of the transaction) of the capital stock of, or all or substantially all of the assets of, any Person (or of a line of business or business segment of any Person) that was, immediately prior to such acquisition, engaged primarily in the business of operating correctional and/or detention facilities, substance abuse rehabilitation facilities or related lines of business.
Eligible Acquisition means any acquisition carried out on arm´s length basis, of a business within a similar line of business as the Group.
Eligible Acquisition means any transaction or series of transactions pursuant to or as a result of which the Borrower merges or consolidates with or otherwise acquire all or a substantial portion of the ownership interests or assets or properties of any Person (an "Acquisition") with respect to which all of the Acquisition Conditions and all of the conditions set forth below have been satisfied in full:
Examples of Eligible Acquisition in a sentence
See also SECTION 6.03(4)(b).The taxpayer must submit the signed copy to the following address: Internal Revenue Service; Attn: Eligible Acquisition Transaction Office, CC:ITA; 1111 Constitution Ave., N.W.; Washington DC 20224.
Agent shall notify each other Lender of the consummation of each Eligible Acquisition financed hereby.
Evidence to the satisfaction of the Agent that the EBITDA of the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the period of 12 consecutive months most recently preceding the proposed date of such Eligible Acquisition is greater than $1.
The Net Proceeds of the Bond Issue shall be used to (i) finance any Eligible Acquisition including repayment of debt within the acquired groups, (ii) finance the Tender Offer,(iii) finance general corporate purposes, including acquisitions and (iv) pay Transaction Costs.
Nothing contained herein shall prohibit an Eligible Acquisition in the form of a merger with a Subsidiary of the Company, provided that the Company shall cause such Subsidiary and the surviving entity of such a merger to comply with the provisions of Section 7.16.
More Definitions of Eligible Acquisition
Eligible Acquisition means an acquisition of a company within the same line of business as the Group which has a positive EBITDA pursuant to the most recent financial report available at the time of such acquisition.
Eligible Acquisition means the acquisition by the Issuer or a Guarantor of any entity having an EBITDA of no less than SEK 2,000,000 and acquired at a consideration representing a multiple of EBITDA (including the consideration payable on closing and all earn-out payments) of no more than 9.00:1.
Eligible Acquisition means an Acquisition which meets each of the following conditions:
Eligible Acquisition shall read in its entirety as follows:
Eligible Acquisition means the acquisition by the Company of the assets or Shares of any Person engaged in the business of providing occupational health or other medical services or other related business or activities incidental thereto, provided that (i) the aggregate amount representing the purchase price for all Eligible Acquisitions (including any Indebtedness assumed in connection therewith other than routine operating lease, trade debt and other similar ordinary course of business obligations) for the period from April 1, 2000 through the Credit Expiration Date shall not exceed $500,000 without the prior written consent of the Bank, which consent shall not unreasonably withheld, conditioned or delayed, (ii) prior to any such Eligible Acquisition, and after giving effect thereto (including any Company Revolving Credit Loans requested by the Company in connection with such Eligible Acquisitions), there shall exist no Company Default or Company Event of Default, and (iii) prior to any such Eligible Acquisition, the Company shall have provided to the Bank notice of such proposed acquisition and an information package regarding such proposed acquisition which shall contain a description of the assets to be acquired, the purchase price and terms of payment for such assets and such other information regarding such proposed acquisition as the Bank may reasonably request at least ten (10) days prior to the proposed closing of such proposed acquisition. If such proposed acquisition involves the acquisition of Shares of a Person, such notice shall confirm that the Company shall own, directly or indirectly, a majority of the equity interests in the acquired Person and shall control a majority of any voting securities and/or shall otherwise control the governance of the acquired Person. In connection with such proposed acquisition, if such proposed acquisition involves the acquisition of Shares of a Person, the Company shall have granted to the Bank first priority security interests in the Company"s equity interest in such acquired Person by means of a pledge. Any assets
Eligible Acquisition means any acquisition by any Loan Party (regardless of the structure of the transaction) of the capital stock of, or all or substantially all of the assets of, any Person (or of a line of business or business segment of any Person), that was, immediately prior to such acquisition, engaged primarily in the business of operating correctional and/or detention facilities, juvenile facilities, pre-release facilities, substance abuse rehabilitation facilities or related lines of business, PROVIDED THAT an acquisition will only be an Eligible Acquisition if: (i) consented to by the Purchasers (which approval shall not be unreasonably withheld) if the consideration to be paid for such Eligible Acquisition will exceed $20,000,000; (ii) such Loan Party provides to the Purchasers evidence to the satisfaction of the Purchasers that the EBITDAR of the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the period of 12 consecutive months most recently preceding the proposed date of such Eligible Acquisition is greater than $1; and (iii) such Loan Party provides to the Purchasers evidence to the satisfaction of the Purchasers that the consideration to be paid for such Eligible Acquisition (including any Indebtedness assumed) will not exceed the product of (x) EBITDAR with respect to the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the 12 month period ending on the proposed date of consummation of such Eligible Acquisition and (y) six.
Eligible Acquisition means any purchase or acquisition by VHC or any of its Subsidiaries of all or any part of the assets or Capital Securities of a Person engaged in business activities of the type in which VHC and its Subsidiaries are engaged on the Closing Date and such activities as may be incidental, similar or related thereto; PROVIDED that (i) the representations and warranties made by the Obligors in each Loan Document shall be true and correct in all material respects at and as of the date of such acquisition (as if made on such date after giving effect to such acquisition), except to the extent such representations and warranties expressly relate to an earlier date or dates (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date or dates); (ii) the Administrative Agent shall have received all guaranties and all items in respect of the Capital Securities or property or assets acquired in such acquisition required to be delivered by SECTIONS 7.1.8 and 7.1.9; (iii) in the case of an acquisition of the Capital Securities of another Person, (A) except in the case of the incorporation of a new Subsidiary or the acquisition of Capital Securities that are not publicly held, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and (B) the Capital Securities acquired shall constitute at least a majority of the total Capital Securities of the issuer thereof or shall increase a controlling interest of VHC or one or more of its Subsidiaries in such issuer; and (iv) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition and, in the case of each such acquisition made or to be made for aggregate consideration (including cash, Earn-outs, assumption of Indebtedness and non-cash consideration) equal to or in excess of $25,000,000, VHC shall have delivered to the Administrative Agent a pro-forma Compliance Certificate demonstrating that, upon giving effect to such acquisition on a pro-forma basis (calculated in accordance with SECTION 1.4(c)), (A) VHC shall be in compliance with all of the financial covenants set forth in SECTION 7.2.4 hereof as of the last day of the most recent period of four consecutive fiscal quarters of VHC which precedes or ends on the date of such acquisition and with respect to which the Administrative Agent has received the consol...