Initial Acquisition Agreement definition

Initial Acquisition Agreement means, with respect to the Term B2 Facility and the Initial Permitted Acquisition, the agreement or document setting out the terms and conditions of the Initial Permitted Acquisition.
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Initial Acquisition Agreement that certain Agreement and Plan of Reorganization, of near or even date with the Existing Credit Agreement, among the Borrower, Mets Acquisition Corp., a Delaware corporation and a Wholly-Owned Subsidiary of the Borrower, Mets Acquisition II LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary of the Borrower, M5 Networks, Inc., a Delaware corporation, and Fortis Advisors LLC, a Delaware limited liability company, as “Effective time Holders’ Agent” thereunder.
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Initial Acquisition Agreement has the meaning set forth in the preamble hereof.
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Examples of Initial Acquisition Agreement in a sentence

  • Further details regarding the Initial Acquisition Agreement is set out in the joint announcement on the Stock Exchange issued by Century City, Paliburg and Regal dated 20 August 2013.

  • As a first step in the process of determining the original Chain Principle Offer price, the Executive approached Disney and Fox to establish whether any value had been attributed to the stake in Sky during negotiations for the Initial Acquisition Agreement.

  • Further details regarding the Initial Acquisition Agreement are set out in the joint announcement on the Stock Exchange issued by Century City, Paliburg and Regal dated 20 August 2013.

  • By increasing the initial Chain Principle Offer price by a percentage equal to that by which the consideration payable under the Initial Acquisition Agreement increased under the Revised Acquisition Agreement, one proceeds on the assumption that the value of the stake in Sky (as perceived by Disney) increased precisely in line with the value of Fox’s other assets.

  • As noted previously, the Committee believes that the price attributed by Disney to acquiring Fox’s 39% stake in Sky under the Revised Acquisition Agreement, will have been driven by two principal factors, namely, the trading performance of Sky during the period since the Initial Acquisition Agreement and the strategic value to be attached to the 39% stake in circumstances where Disney was intent upon securing effective control of Sky in the face of a competing bid from Comcast.

  • Whereas under the Initial Acquisition Agreement the Executive had evidence of a published attribution of value which was agreed by both parties to the transaction and which remained valid when compared to the valuation material prepared by or on behalf of Disney, on the second occasion there was no such starting point.

  • The $28.00 valuation for each ordinary share in Fox under the Initial Acquisition Agreement was apparently derived from a volume weighted average price of Disney’s shares over the 30 days preceding the date on which the share exchange ratio under the Initial Acquisition Agreement was agreed.

  • The increase in enterprise value is said to convert into an equity value for Sky of £26.2 billion under the Revised Acquisition Agreement, as compared to the corresponding equity value of £18.8 billion implied by the Initial Acquisition Agreement.

  • The Committee was told by Mr Warbrooke, the Disney employee who led Disney’s internal valuation work both for the Fox assets overall and the stake in Sky specifically, that prior to the Initial Acquisition Agreement and the Revised Acquisition Agreement, Disney had prepared DCF projections which valued the 39% stake in Sky at about £8.80 and £11.80 per share respectively.

  • There was no reason to believe that by increasing the initial Chain Principle Offer price by a percentage equal to that by which the consideration payable under the Initial Acquisition Agreement increased under the Revised Acquisition Agreement, the value of the stake in Sky (as perceived by Disney) increased precisely in line with the value of Fox’s other assets.


More Definitions of Initial Acquisition Agreement

Initial Acquisition Agreement is that certain Agreement and Plan of Reorganization, of near or even date herewith, among the Borrower, Mets Acquisition Corp., a Delaware corporation and a Wholly-Owned Subsidiary of the Borrower (“Merger Sub I”), Mets Acquisition II LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary of the Borrower (“Merger Sub II”), M5 Networks, Inc., a Delaware corporation (“Mets”), and Fortis Advisors LLC, a Delaware limited liability company, as “Effective time Holders’ Agent” thereunder.
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Initial Acquisition Agreement means that certain Asset Purchase Agreement dated as of May 15, 2007, by and among the Parent, Smart Business Advisory and Consulting, LLC and the Members of Smart Business Advisory and Consulting, LLC.
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Related to Initial Acquisition Agreement

  • 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).

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

  • 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.

  • 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 as defined in the recitals hereto.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • 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.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

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

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • 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.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Contribution Agreement has the meaning set forth in the Recitals.

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

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

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

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

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • 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).

  • Initial Agreement has the meaning set forth in the recitals to this Agreement.