Engility Acquisition Agreement definition

Engility Acquisition Agreement has the meaning assigned to such term in the definition of “Engility Acquisition”.
Sample 1Sample 2Sample 3
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

Related to Engility Acquisition Agreement

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Factoring Agreement means an agreement by and between a Borrower or a Subsidiary of a Borrower and a Factoring Company pursuant to which a Borrower or such Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • 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.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.