Intercompany Acquisition definition

Intercompany Acquisition an Acquisition by the Parent from any of its Subsidiaries or an Acquisition by any Subsidiary of the Parent from any other Subsidiary of the Parent.
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Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by SECTION 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.23(E). INTEREST EXPENSE is defined in Section 9.30. INTEREST PERIOD is determined in accordance with SECTION 3.10.
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Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by Section 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under Section 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under Section 9.23(e).
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Examples of Intercompany Acquisition in a sentence

  • Xx xx xhe intention of the Maker and the Payee that this Intercompany Acquisition Note amend, restate, extend and renew the terms and conditions of the Original Intercompany Acquisition Note, and is not intended to be a novation or discharge of the obligations of the Borrower thereunder.

  • The Trustor shall pay all of the Obligations when due and without offset or counterclaim, and shall observe and comply in all respects with all of the terms, provisions, conditions, covenants and agreements to be observed and performed by it under this Deed of Trust, the Subsidiary Guaranty, the Intercompany Acquisition Note and the Intercompany Demand Note.

  • At the time of each Borrowing hereunder, and on the dates of the Consolidation, each other Permitted Acquisition, and each Intercompany Acquisition, each Company is (and after giving effect to the transactions contemplated by the Loan Documents, the Consolidation, any other Permitted Acquisition, any Intercompany Acquisition, and any incurrence of additional Debt, will be) Solvent.

  • In Figure 8(a), it also shows there are four stops to each LLC slice, which increases the pipeline stages and helps to increase the throughput.

  • The Company shall not, and shall cause the Subsidiaries not to, amend, modify or waive any provision of the Intercompany Security Agreement, any Intercompany Demand Notes or any Intercompany Acquisition Notes without the prior written consent of the Agent on behalf of the Required Banks.

  • The Venus Assets conveyed to Venus Argentina and Venus International pursuant to the Intercompany Acquisition and which each will own as of Closing include all rights, properties and other assets necessary to own and operate Venus after the Closing in all material respects in the same manner as Venus has been owned and operated by the Contributor and its Subsidiaries, including Imagen, prior to the date hereof and prior to the date of the Intercompany Acquisition.

  • Borrower shall cause each entity that becomes a direct or indirect Subsidiary of Borrower after the Signing Date (whether as a result of a Permitted Acquisition, Intercompany Acquisition, merger, creation, or otherwise) to execute and deliver to Administrative Agent all required Collateral Documents (in form and substance acceptable to Administrative Agent) creating Liens in favor of Administrative Agent on behalf of the Lenders to the extent Liens are required in such assets pursuant to SECTION 6.1.

  • Pursuant to the Intercompany Acquisition, Venus Argentina and Venus International acquired and currently have and at Closing will have good and marketable title to all of the Venus Assets, free and clear of all Encumbrances.

  • The Company shall not, and shall cause its Subsidiaries not to, amend, modify or waive any provision of the Intercompany Security Agreement, any Intercompany Demand Notes or any Intercompany Acquisition Notes without the prior written consent of the Administrative Agent on behalf of the Required Lenders.

  • Each Subsidiary of the Company (other than the Excluded Subsidiaries) has duly executed and delivered to the (i) Company an Intercompany Demand Note and, if required pursuant to Section 6.11, an Intercompany Acquisition Note and (ii) Administrative Agent, (A) a counterpart signature page to the Subsidiary Guaranty and (B) a Subsidiary Pledge Agreement if any such Subsidiary owns any stock.


More Definitions of Intercompany Acquisition

Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by SECTION 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.23(e).
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Intercompany Acquisition has the meaning set forth in the Recitals.
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Intercompany Acquisition shall have the meaning provided in Section 10.05(r).
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Intercompany Acquisition an Acquisition by the Borrower or any Guarantor from the Borrower or any other Guarantor.
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Related to Intercompany Acquisition

  • 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.

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

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

  • 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 Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • 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.

  • 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.

  • 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.

  • 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);

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

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

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • 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.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • 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.

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

  • Share 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.

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

  • 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 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:

  • 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.