German Acquisition definition

German Acquisition means the transactions described on Schedule 1.1F.
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German Acquisition means the Acquisition described on Schedule 7.4(b) pursuant to a purchase agreement in substantially the form provided to the Administrative Agent prior to the Closing Date (with such other changes as may be consented to by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed).
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German Acquisition the acquisition by the German Subsidiary of 100% of the Capital Stock of the German Acquired Entity pursuant to and in accordance with the TuneUp Share Purchase Agreement and the acquisition by the Cyprus Subsidiary of all Intellectual Property and certain other assets of the German Acquired Entity pursuant to and in accordance with the TuneUp Asset Purchase Agreement.
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Examples of German Acquisition in a sentence

  • Evidence of completion of the German Acquisition and the simultaneous funding of the German Financing with the proceeds of the Term B Loans.

  • After giving effect to the San German Acquisition, Adjusted Operating Cash Flow for the period of twelve (12) consecutive months ending July 31, 1996 shall equal or exceed $16,300,000 and the Agent shall have received satisfactory evidence to such effect.

  • The Client may, by giving written notice to UCC (a “Confidentiality Notice”) prevent the Publication of any of the Client's Confidential Information.

  • Following the completion of the German Acquisition, the German Target Companies are now subsidiaries of FLT.The purchase consideration payable under the Share Purchase Agreement for the German Acquisition is approximately €128.9 million (approximately S$198.5 million) and the acquisition fee1 payable to the Manager for the German Acquisition amounts to approximately €0.8 million (approximately S$1.2 million).

  • Notwithstanding the foregoing, no breach of any obligation, default or event of default (payment or otherwise), or acceleration of any obligation with respect to the German Acquisition Loans shall constitute an Event of Default under this Agreement.

  • The foregoing limited consent and limited waiver is limited to the German Acquisition as set forth herein and is not a commitment or agreement to grant any consent or waiver in the future.

  • PAR and GE further agree (i) not to implement any measures which might lead to an obligation for PAR to make a mandatory offer under section 35 (2) of the German Acquisition and Takeover Act and (ii) to avoid acting in concert with respect to the Company.

  • Agreement executed by the Borrower evidencing the grant of a security interest in the intellectual property purchased under the terms of the German Acquisition Agreement (as defined below).

  • The German Acquisition shall have been consummated on terms and conditions and pursuant to documents, instruments and agreements reasonably satisfactory to Agent.

  • With respect to the Xxxxxx Acquisition, the Xxxxxx Seller, (b) with respect to the San German Acquisition, the San German Sellers and (c) with respect to any acquisition permitted hereunder, the owner of the stock (or other ownership interest) to be acquired, or the entity the assets and properties of which are to be acquired by the related respective Company pursuant to such acquisition.


More Definitions of German Acquisition

German Acquisition means the Acquisition of all or substantially all of the assets of [ ].
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German Acquisition means the acquisition relating to the assets and business of Rothmans Printing GmbH & Co. KG.
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German Acquisition means the Acquisition by Borrower of the radiation monitoring business in Nordrhein-Westfalen of Materialprufungsamt.
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German Acquisition means the acquisition by Company of 100% of the Capital Stock of Amoco GmbH from the German Shareholders.
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German Acquisition means the acquisition by the German Borrower of the shares and partnership interests in Xxxxx X. and Xxxx X.
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German Acquisition means the completion of the acquisition of the limited partnership interest in Aroma Snacks GmbH & Co KG and the entire registered share capital of Aroma Verwaltungs-GmbH by heptus 237. GmbH with Tyrrells Group Holdings Limited as guarantor pursuant to the sale and purchase agreement dated 22 December 2015;
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Related to German Acquisition

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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.

  • 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 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:

  • 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);

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • 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.

  • 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:

  • date of acquisition means the date of acquisition required for accounting purposes;

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

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

  • 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.