Foreign Acquisition Agreements definition

Foreign Acquisition Agreements has the meaning specified in Section 2.09.
Sample 1Sample 2Sample 3
Foreign Acquisition Agreements means an asset purchase agreement relating to an Asset Seller of Foreign Assets substantially in the form of Exhibit A.
Sample 1Sample 2
Foreign Acquisition Agreements has the meaning ascribed to such term in Section 1.8.
Sample 1Sample 2

Examples of Foreign Acquisition Agreements in a sentence

  • All negotiations relating to this Agreement, the Foreign Acquisition Agreements, the Ancillary Agreements, and the transactions contemplated hereby and thereby, have been carried on without the participation of any Person acting on behalf of Weatherford or any Asset Sellers or a Target Company, in such manner as to give rise to any claim against Acquiror or any of its Affiliates for any brokerage or finder’s commission, fee or similar compensation.

  • The conditions to the obligations of the Asset Sellers and Share Sellers to consummate the transactions contemplated by the Foreign Acquisition Agreements involving Foreign Assets shall have been fulfilled (or waived by such Sellers) and the respective Asset Sellers, Share Seller and the respective Buyers shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by such Foreign Acquisition Agreements.

  • Except as set forth on Schedule 3.2.6, all negotiations relating to this Agreement, the Foreign Acquisition Agreements, the Ancillary Agreements, and the transactions contemplated hereby and thereby, have been carried on without the participation of any Person acting on behalf of Acquiror or any Buyer in such manner as to give rise to any claim against Weatherford or any of its Affiliates for any brokerage or finder’s commission, fee or similar compensation.

  • Except as set forth on Schedule 3.1.23(c)(2), the consummation of the transactions contemplated by this Agreement, the Foreign Acquisition Agreements or the Ancillary Agreements will not result in the payment of any bonus or other incentive or any increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Transferred Employee.

  • Subject to Section 6.2(c), all sales, use, documentary, stamp, gross receipt, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees (and any interest, penalties or other surcharges imposed thereon) arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement, the Foreign Acquisition Agreements, and the Ancillary Agreements (“ Transfer Taxes”) shall be paid 50% by the applicable Seller and 50% by the applicable Buyer.

  • At each Foreign Closing, Acquiror shall cause another Buyer to assume each of the Assumed Liabilities relating to the Foreign Operations in accordance with the Foreign Acquisition Agreements.

  • All corporate and other proceedings of the Asset Sellers and Share Sellers in connection herewith and with the Foreign Acquisition Agreements and the Ancillary Agreements and the transactions contemplated thereby, and all documents and instruments incident thereto, shall be reasonably satisfactory in substance and form to Acquiror and its counsel, and Acquiror and its counsel shall have received all such documents and instruments, or copies thereof, certified if requested, as may be reasonably requested.

  • Within 120 days after the Closing Date, Acquiror will prepare and deliver or cause to be prepared and delivered to Weatherford a combined balance sheet of the Business acquired pursuant hereto and the Foreign Acquisition Agreements as of the Closing (the “ Closing Date Balance Sheet”) and a proposed statement of the Net Working Capital prepared therefrom (the “Closing Statement”).

  • At the applicable Foreign Closing, Weatherford will, and will cause the relevant Asset Sellers to, and Acquiror will cause its designated Buyer to, enter into one or more Foreign Acquisition Agreements providing for the sale, transfer, assignment or other direct or indirect conveyance of the Foreign Assets to be transferred by such Asset Seller to Acquiror’s designated Buyer.

  • The conditions to the obligations of the Buyers to consummate the transactions contemplated by the Foreign Acquisition Agreements involving Foreign Assets shall have been fulfilled (or waived by Acquiror) and the respective Asset Sellers, Share Seller and the respective Buyers shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by such Foreign Acquisition Agreements.


More Definitions of Foreign Acquisition Agreements

Foreign Acquisition Agreements means the Foreign Acquisition Agreement for TI and the Foreign Acquisition Agreement for TFET, collectively. “GAAP” shall mean generally accepted accounting principles in the United States, consistently applied throughout the periods involved.
Sample 1
Foreign Acquisition Agreements means the Foreign Acquisition Agreement for TI and the Foreign Acquisition Agreement for TFET, collectively.
Sample 1
Foreign Acquisition Agreements shall have the meaning set forth in Section 1.01(b).
Sample 1

Related to Foreign Acquisition Agreements

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

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

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

  • Acquisition Agreement as defined in the recitals hereto.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

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

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

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

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • Master 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.

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

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

  • 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.

  • Subsidiary Agreements means said agreements collectively.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

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

  • 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.

  • Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;

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

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.