Excluded Acquisition definition

Excluded Acquisition means any direct or indirect acquisition of any business by Originator consummated on or after January 1, 2010.

Excluded Acquisition means any purchase or other acquisition, in one transaction or a series of related transactions, of assets, properties and/or Capital Stock with an aggregate fair market value not exceeding $20.0 million (or the Dollar Equivalent thereof).

Excluded Acquisition means any acquisition of shares of voting common stock from the Company (whether or not for consideration) or from any person by operation of law (including but not limited to the laws of descent and distribution), by will, by gift or by foreclosure of a security interest given to secure a bona fide loan, or any acquisition consummated prior to December 31, 1998.

Examples of Excluded Acquisition in a sentence

• Notwithstanding any other provision of this Warrant to the contrary if the Acquirer refuses to assume this Warrant in connection with such Acquisition, other than in connection with an Excluded Acquisition (as defined below), then effective immediately as of the date that is ten (10) days prior to the closing of such Acquisition, the Warrant Price shall be automatically adjusted, without further action of any party, to $0.01 per share.

• Pending the giving of any notice or expiry of any specified period (as set out in the relevant definition of Excluded Acquisition Proceeds, Excluded Disposal Proceeds or Excluded Insurance Proceeds), relevant proceeds in respect of which the Borrower has not complied with clause 8.4.1(a) shall be paid into the Holding Account.

• MOTION CARRIEDAyes X X XX X X X X X X Positions ( Tabled on 12/17/2012)Dr. Ayalon made a motion to remove the item from the table and refer it back to the Policy Committee Meeting.

• Except in the case of an Excluded Acquisition (as defined below), the Company will use commercially reasonable efforts to cause (i) the acquirer of the Company, (ii) successor or surviving entity or (iii) parent entity in an Acquisition (the “Acquirer”) to assume this Warrant as a part of the Acquisition.

• This Warrant shall be automatically net exercised in the event of an Excluded Acquisition in accordance with Section 4.1, or otherwise expire immediately prior to the closing of an Excluded Acquisition.

More Definitions of Excluded Acquisition

Excluded Acquisition means, an Acquisition where the consideration that the holders of the Shares are entitled to receive on account of the Shares consists entirely of cash and/or shares of common stock, interests or units that are publicly traded and listed on a national exchange and where the shares or other securities, if any, receivable by the Holder of this Warrant were the Holder to exercise this Warrant in full immediately prior to the closing of such Acquisition may be publicly re-sold by the Holder in their entirety within the three (3) months following such closing pursuant to Rule 144 or an effective registration statement under the Act.

Excluded Acquisition means any Western Division Acquisition proposed by the Company which the Executive believes is not in his best interests, and with respect to which the Executive, as soon as practicable prior to the Company's completion of such acquisition, notifies the Company in writing that such acquisition should not be treated as a Western Division Acquisition for purposes of this Agreement. With respect to an Excluded Acquisition, (i) the Invested Capital Charge shall not be increased to take into account any capital outlays incurred by the Company in connection with such Excluded Acquisition, and (ii) the retail sales channel branches and retail channel sales personnel acquired in connection with such Excluded Acquisition shall not be included in the term "Western Division" for purposes of determining any compensation due the Executive under Section 6 hereof.

Excluded Acquisition means any acquisition resulting from (a) a stock dividend, stock split or subdivision of Voting Stock by the Buyer, (b) with respect to any Stockholder who is serving as an officer or director of the Buyer, any acquisition pursuant to any grant or issuance of Voting Stock pursuant to a compensatory or incentive arrangement that has been approved by the Board (including without limitation upon the exercise of any stock option award), (c) any equity consideration issued pursuant to the Asset Purchase Agreement or as an adjustment to the purchase price under the Asset Purchase Agreement or (d) any equity consideration issued as part of the exercise price under the Option Agreement.

Excluded Acquisition means any purchase or other acquisition, in one transaction or a series of related transactions, of assets, properties and/or Capital Stock with an aggregate fair market value not exceeding $5,000,000 (or the Dollar Equivalent thereof).

Excluded Acquisition means the Acquisition by the Excluded -------------------- Acquisition Sub of a Person disclosed to the Lenders prior to the date hereof on substantially the terms disclosed to the Lenders prior to the date hereof.

Excluded Acquisition means an Acquisition by an Excluded Subsidiary for which (a) Lenders decline to provide financing pursuant to Section 7.23, (b) Outside Financing is provided to Borrower or a Credit Party following compliance by Borrower with Section 7.23; (c) no Default or Event of Default exists prior to or after giving effect to such Acquisition on a pro forma basis would occur; (d) after giving pro forma effect to such Acquisition the Fixed Charge Coverage Ratio would be at least 1.50 to 1.00; (e) the amount of balance sheet cash (excluding cash from new equity issued by Borrower) contributed by Credit Parties to consummate such acquisitions does not exceed $500,000 in any Fiscal Year or an aggregate amount of $1,000,000 during the term of this Agreement; (f) the aggregate amount proceeds of such Equity Issuance for Exempt Acquisitions and Excluded Acquisitions does not exceed $10,000,000 during the term of this Agreement and (g) Borrower has entered into a services agreement on terms reasonably satisfactory to Lenders (provided that such approval is not unreasonably withheld, conditioned or delayed), with such Excluded Subsidiary pursuant to which such Excluded Subsidiary shall compensate Borrower on market terms for the services and management provided to such Excluded Subsidiary by Borrower.

Excluded Acquisition has the meaning set forth in Section 2.2(g).