Inventure Acquisition Agreement definition

Inventure Acquisition Agreement means that certain Agreement and Plan of Merger dated as of October 25, 2017 by and among the Borrower, Heron Sub, Inc., and Inventure Foods, Inc., as in effect on the date hereof.
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Inventure Acquisition Agreement means that certain Agreement and Plan of Merger dated as of October 25, 2017 by and among the Administrative Borrower, Heron Sub, Inc., and Inventure Foods, Inc., as in effect on the date hereof. “Inventure Acquisition Closing Date” means the date on which the Inventure Acquisition is consummated. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation with respect to any obligation of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Parents, the Borrowers and the Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or an equivalent rating by Fitch, Inc. “IP Rights” has the meaning specified in Section 5.14. “Judgment Currency” has the meaning specified in Section 10.17. “Junior Debt” means Indebtedness incurred by a Loan Party that is (w) in excess of the Threshold Amount and subordinated in right of payment to the prior payment of all Obligations of such Loan Party under the Loan Documents, (x) in excess of the Threshold Amount and junior in priority to the Liens securing the First Lien Obligations or (y) in excess of the Threshold Amount and is unsecured, to the extent, in the case of this clause y), any prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof is funded by a Borrowing. “Junior Debt Documents” means any agreement, indenture or instr...
Sample 1
Inventure Acquisition Agreement means that certain Agreement and Plan of Merger dated as of October 25, 2017 by and among the Administrative Borrower, Heron Sub, Inc., and Inventure Foods, Inc., as in effect on the date hereof. “Inventure Acquisition Closing Date” means the date on which the Inventure Acquisition is consummated. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation with
Sample 1

More Definitions of Inventure Acquisition Agreement

Inventure Acquisition Agreement means that certain Agreement and Plan of Merger dated as of October 25, 2017 by and among the Administrative Borrower, Heron Sub, Inc., and Inventure Foods, Inc., as in effect on the date hereof.
Sample 1

Related to Inventure Acquisition Agreement

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

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

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

  • 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.

  • Formation Agreement has the meaning attributed to it in Recital A;

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

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

  • Acquisition Agreement as defined in the recitals hereto.

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

  • 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.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

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

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • 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.

  • 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.

  • 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.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Joint Development Agreement has the meaning provided in Section 5.3.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;