Engility Acquisition definition

Engility Acquisition means the acquisition by the Borrower or one of its Subsidiaries of Engility Holdings, Inc. (together with its subsidiaries, the “Acquired Business”) pursuant to the Agreement and Plan of Merger, dated as of September 9, 2018 by and among Engility Holdings, Inc., the Borrower and Raptors Merger Sub, Inc. (the “Engility Acquisition Agreement”)
Sample 1Sample 2Sample 3
Engility Acquisition. “Acquired Entity” has the meaning specified in Section 5.03(j)(vi). “Acquisition Revolving Credit Incremental Commitment Amount” means $200,000,000. “Administrative Agent” has the meaning specified in the preamble hereto. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent. “Adjusted Daily Simple XXXXX” means, for any day (a “XXXXX Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Pounds Sterling, the greater of (i) XXXXX for the day (such day, a “Xxxxxxxx XXXXX Determination Day”) that is 5 Business Days prior to (I) if such XXXXX Rate Day is a Business Day, such XXXXX Xxxx Day or (II) if such XXXXX Xxxx Day is not a Business Day, the Business Day immediately preceding such XXXXX Xxxx Day, in each case, as such XXXXX is published by the XXXXX Administrator on the XXXXX Administrator’s Website; provided that if by 5:00 p.m. (London time) on the second (2nd) Business Day immediately following any Xxxxxxxx XXXXX Determination Day, XXXXX in respect of such Xxxxxxxx XXXXX Determination Day has not been published on the XXXXX Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted Daily Simple XXXXX for Xxxxxx Xxxxxxxx has not occurred, then XXXXX for such Xxxxxxxx XXXXX Determination Day will be XXXXX as published in respect of the first preceding XXXXX Business Day for which such XXXXX was published on the XXXXX Administrator’s Website; provided further that XXXXX as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple XXXXX for no more than 3 consecutive XXXXX Xxxx Days and (ii) the Floor. “Adjusted Eurocurrency Rate” means, as to any Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the Eurocurrency 2
Sample 1
Engility Acquisition means the acquisition by the Borrower or one of its Subsidiaries of Engility Holdings, Inc. (together with its subsidiaries, the “Acquired Business”) pursuant to the Agreement and Plan of Merger, dated as of September 9, 2018 by and among Engility Holdings, Inc., the Borrower and Raptors Merger Sub, Inc. (the “Engility Acquisition Agreement”) “Engility Acquisition Agreement” has the meaning assigned to such term in the definition of “Engility Acquisition”. “Engility Acquisition Agreement Material Adverse Effect” means with respect to any Person (as defined in the Engility Acquisition Agreement) means any fact, circumstance, effect, change, event or development (an “Effect”) that, individually or in the aggregate with all other Effects, (1) materially adversely affects or would reasonably be expected to materially adversely affect the business, financial condition or results of operations of such Person and its Subsidiaries (as defined in the Engility Acquisition Agreement), taken as a whole or (2) would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated by the Engility Acquisition Agreement excluding any Effect to the extent that, either alone or in combination, it results from or arises out of (i) changes or conditions generally affecting the industries in which such Person and any of its Subsidiaries operate, except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in such industries in respect of the business conducted in such industries, (ii) general economic or political conditions or securities, credit, financial or other capital markets conditions, in each case in the United States or any foreign jurisdiction, except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in the industries in which such Person and any of its Subsidiaries 21
Sample 1

Examples of Engility Acquisition in a sentence

  • The Engility Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality).


More Definitions of Engility Acquisition

Engility Acquisition means the acquisition by the Borrower or one of its Subsidiaries of Engility Holdings, Inc. (together with its subsidiaries, the “Acquired
Sample 1

Related to Engility 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

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

  • 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.

  • Limited Conditionality Acquisition means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

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

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

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

  • 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.

  • 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;

  • 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.

  • 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.

  • 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.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • 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;

  • 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.

  • 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.