Foreign Acquisitions definition

Foreign Acquisitions means (i) the acquisition by European Holdings of at least 62% of the outstanding Equity Interests in Claritas Portugal Lda (Portugal) and all of the outstanding Equity Interests of the other Acquired Companies, and the payment of all amounts due and to become due under the terms of the acquisition agreement relating thereto, for an aggregate purchase price of approximately 45,000,000 Euros, and (ii) the acquisition of Persons located outside of the United States of America by European Holdings or another wholly owned Subsidiary organized outside of the Untied States of America and the payment of all amounts due and to become due under the terms of the acquisition agreement relating thereto, for an aggregate purchase price of approximately 35,000,000 Euros.
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Foreign Acquisitions means and include (i) any acquisition (whether by purchase, lease or otherwise) of any hotel property (or direct or indirect interests in such property) located in Canada or Mexico and/or of interests in (or the making of advances to or credit extensions to or other investments in) Persons owning (or acquiring) a hotel property or properties located in Canada or Mexico, (ii) any expansion of any hotel property located in Canada or Mexico (including purchases of land adjacent to existing properties), and (iii) any advance or credit extension to, or other investment in, Persons owning a hotel property located in Canada or Mexico made in connection with the Borrower or any Subsidiary of the Borrower obtaining a management contract for such hotel property. Foreign Acquisitions shall exclude any Permitted Acquisition.
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Foreign Acquisitions means, collectively, (i) the acquisition by Merger Sub of 100% of the Brazilian Quotas (except for the single Brazilian Quota owned by Seller Parent) from Seller, and the acquisition by US Holdco II of the single Brazilian Quota owned by Seller Parent from Seller Parent, (ii) the acquisition by US Holdco I of 100% of the Capital Stock of Amoco GmbH from the German Shareholders, (iii) the acquisition by Canada AcqCo of the Canadian Assets from AF&F Canada, (iv) the acquisition by Hungary AcqCo of 50% of the AFH Quotas from Seller, (v) the acquisition by Mexico AcqCo of the Mexican Shares representing shares of AF&F de Mexico from BP Mexico, and (vi) the acquisition by US Holdco I of the Mexican Shares representing shares of AF&F Servicios from BP Mexico.
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Examples of Foreign Acquisitions in a sentence

  • Holders should obtain their own legal advice on this issue.The acquisition and/or exercise of a CitiFirst Instalment MINI may also have implications for certain Holders under the provisions of the Foreign Acquisitions and Takeovers Act 1975 (Cth).

  • Where a transaction is genuinely urgent, parties will need to clearly demonstrate benefits for Australian business and Australian jobs.Transactions which are exempt from approval under the Foreign Acquisitions and Takeovers Act 1975 (other than due to being below an applicable monetary threshold) are still expected to be exempt.

  • The Purchaser warrants that in the event that he or she is a person as defined by the Foreign Acquisitions & Takeovers Act 1975 all requirements of the Act have been observed and that any loss occasioned by a breach of such warranty shall form the basis of damages recoverable from the Purchaser.

  • Proposals for foreign acquisition of Australian banks are subject to approval by the Treasurer under the Foreign Acquisitions and Takeovers Act 1975.

  • The fees that are payable depend on the value and type of action being taken, and whether special fee rules apply.Fees and statutory timeframesForeign persons are required to pay a fee for each application made, or notice given, under the Act and the Foreign Acquisitions and Takeovers Regulation 2020 (the Regulation) (limited exceptions apply).

  • The Foreign Acquisitions and Takeovers Act (FATA) sets limitations on the ability of foreign persons to hold shares or other securities convertible into shares (such as options) in an Australian company.

  • The effect on your CitiFirst Commodity MINI of any future regulatory change (whether in Australia or internationally) is impossible to predict, but investors should note that these could be substantial and potentially adverse to your investment in the CitiFirst Commodity MINIs. The acquisition and/or exercise of a CitiFirst Commodity MINI may have implications for prospective Holders under the provisions of the Foreign Acquisitions and Takeovers Act 1975 (Cth).

  • In Australia, foreign investment is generally encouraged, but notification and approval is required for certain types of investments.Foreign investment in Australia is regulated by a framework that includes: • Foreign Acquisitions and Takeovers Act, 1975 (Cth); • Foreign Acquisitions and Takeovers Regulation, 2015 (Cth) and; • Federal Government’s Foreign Investment Policy.

  • The purchaser warrants that the provisions of the Foreign Acquisitions and Takeovers Act 1975 (C'th) do not require the purchaser to obtain consent to enter this contract.

  • The Purchaser warrants that in the event that he or she is a person as defined by the Foreign Acquisitions & Takeovers Act all requirements of the Act have been observed and that any loss occasioned by a breach of such warranty shall form the basis of damages recoverable from the Purchaser.

Related to Foreign Acquisitions

  • 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.

  • 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.

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • 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:

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

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • 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.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Acquisitions means the acquisition by the Borrower or its Subsidiaries of at least a majority of the capital stock or all or substantially all of the property of another Person, division of another Person or other business unit of another Person, whether or not involving a merger or consolidation of such Person; provided, that such Person or property is used or useful in a Permitted Line of Business.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • 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.

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

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • 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.

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

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

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

  • 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.