IRP Acquisition definition

IRP Acquisition means the acquisition by JRCC directly or indirectly (through one of JRCC’s Subsidiaries) of all of the equity interests of International Resource Partners LP (“Target”) and its subsidiaries (collectively, the “Acquired Business”) for a cash purchase price of up to $475 million (subject to adjustment in accordance with the terms of the Purchase Agreement) from Xxxxxxxxx Capital Partners, LP, Kayne Energy Development Company, Tortoise Capital Resources Corp., International Industries, Inc. and International Resource Partners GP LLC, on the terms and conditions set forth in the Purchase Agreement.
Sample 1
IRP Acquisition means the acquisition of IRP and its subsidiary companies by Parent pursuant to the Purchase Agreement, dated March 6, 2011, between Parent, International Resource Partners GP LLC, Xxxxxxxxx Capital Partners, LP, Kayne Energy Development Company, Tortoise Capital Resources Corp., International Industries, Inc. and International Resource Partners GP LLC as Agent.
Sample 1
IRP Acquisition means the acquisition of IRP and its Subsidiaries by Parent pursuant to the Purchase Agreement dated March 6, 2011 by and among International Resource Partners GP LLC, Lightfoot Capital Partners, LP, Kayne Energy Development Company, Tortoise Capital Resources Corp., International Industries, Inc., the Parent and International Resource Partners GP LLP as Agent.
Sample 1

Examples of IRP Acquisition in a sentence

  • The closing of the tender offer is conditioned on, among other things, the closing of the IRP Acquisition and our having obtained, from this offering, the Concurrent Offerings and/or other financing transactions, net proceeds sufficient to repurchase the existing senior notes and effect the closing of the IRP Acquisition.

  • The closing of the tender offer is conditioned on, among other things, (a) the closing of the IRP Acquisition and (b) our having obtained, from this offering, the Concurrent Offerings and/or other financing transactions, net proceeds sufficient to repurchase the existing senior notes and effect the closing of the IRP Acquisition (the condition described in this clause (b), the “financing condition”).

  • Estimated fees of $6.6 million associated with the bridge loan commitment that was secured to provide back-up financing for the IRP Acquisition and the proposed new senior secured credit facilities.

  • These adjustments reflect the removal of the historical interest expense and removal of an unrealized gain on an interest rate swap, both of which are associated with the debt to be repaid prior to the completion of the IRP Acquisition.

  • The estimated fees related to the IRP Acquisition of $4.75 million.

  • The estimated transaction costs related to the IRP Acquisition of $4.75 million, the estimated fees related to the bridge loan commitment of $2.5 million, and the write-off of the unamortized financing costs with respect to the existing senior notes of $1.0 million are excluded from the pro forma income statement presentation since they are non-recurring charges resulting directly from the IRP Acquisition or the repayment of the existing senior notes.

  • The distribution of cash to and the repayment of debt and debt related liabilities by IRP prior to the close of the IRP Acquisition.

  • As soon as practicable, but in any event no later than May 3, 2011 (or such later date as agreed to by the Collateral Agent in its reasonable discretion), the Credit Parties shall have taken all of the actions provided for in Section 8.08(c) of the Credit Agreement (other than those actions described in Schedule 2 to this Agreement) in respect of the IRP Acquisition, the Acquired Business, the Target and its subsidiaries and the IRP Holdcos.


More Definitions of IRP Acquisition

IRP Acquisition means the acquisition of International Resource Partners LP and its subsidiary companies for $475.0 million, subject to a working capital adjustment and other adjustments, in an all-cash transaction.
Sample 1
IRP Acquisition means the acquisition by JRCC directly or indirectly (through one of JRCC’s Subsidiaries) of all of the equity interests of IRP LP and its subsidiaries (collectively, the “Acquired Business”) for a cash purchase price of $475 million (subject to adjustment in accordance with the terms of the Purchase Agreement) from Xxxxxxxxx Capital Partners, LP, Kayne Energy Development Company, Tortoise Capital Resources Corp., International Industries, Inc. and International Resource Partners GP LLC, on the terms and conditions set forth in the Purchase Agreement. The IRP Acquisition closed on April 18, 2011.
Sample 1

Related to IRP Acquisition

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% 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 35% 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 35% of the voting power of the then outstanding shares of capital stock of the 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.

  • 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) of any other Person.

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

  • 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);

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

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

  • 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.

  • 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) under 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.

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

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

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Stock 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) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

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

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

  • 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.

  • 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.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

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

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.