Kilimanjaro Acquisition definition

Kilimanjaro Acquisition means the acquisition by Mondee of the Kilimanjaro Acquisition Assets pursuant to the Kilimanjaro Acquisition Documents.
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Kilimanjaro Acquisition means the acquisition by Mondee of the Kilimanjaro Acquisition Assets pursuant to the Kilimanjaro Acquisition Documents. “Kilimanjaro Acquisition Agreement” means the Stock Purchase Agreement to be entered into by and among Mondee, as buyer, and the Kilimanjaro Sellers, as sellers. “Kilimanjaro Acquisition Assets” means the “Purchased Shares” (as defined in the Kilimanjaro Acquisition Agreement). “Kilimanjaro Acquisition Collateral Assignment” means the Collateral Assignment of Acquisition Documents, dated as of the date of the closing of the Kilimanjaro Acquisition, and in form and substance satisfactory to the Administrative Agent, made by Xxxxxx in favor of the Administrative Agent. “Kilimanjaro Acquisition Documents” means the Kilimanjaro Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Kilimanjaro Sellers” means, collectively, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx Xx. and Xxxxxxx Xxxxx. “Lease” means any lease, sublease or license of, or other agreement granting a possessory interest in, real property to which any Loan Party or any of its Subsidiaries is a party as lessor, lessee, sublessor, sublessee, licensor or licensee. “Lender” has the meaning specified therefor in the preamble hereto. “Leverage Ratio” means, with respect to any Person and its Subsidiaries for any period, the ratio of (a) all Indebtedness of such Person and its Subsidiaries described in clauses (a), (b) (other than the Falcon Earnout Obligation, the Orinter Earnout Obligation and any Qualified Put Rights but including, for the avoidance of doubt, Excess Payables), (c), (d), (e) and (f) (but only to the extent such obligations or liabilities are actual and represent unreimbursed and uncollateralized draws in respect of letters of credit, acceptances and similar facilities rather than contingent liabilities) in the definition of “Indebtedness” hereunder as of the end of such period to (b) Consolidated EBITDA of such Person and its Subsidiaries for such period. “Lien” means any mortgage, deed of trust, deed to secure debt, pledge, lien (statutory or otherwise), security interest, hypothec, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title
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Kilimanjaro Acquisition means the acquisition by Mondee of the Kilimanjaro Acquisition Assets pursuant to the Kilimanjaro Acquisition Documents. “Kilimanjaro Acquisition Agreement” means the Stock Purchase Agreement to be entered into by and among Mondee, as buyer, and the Kilimanjaro Sellers, as sellers. “Kilimanjaro Acquisition Assets” means the “Purchased Shares” (as defined in the Kilimanjaro Acquisition Agreement). “Kilimanjaro Acquisition Collateral Assignment” means the Collateral Assignment of Acquisition Documents, dated as of the date of the closing of the Kilimanjaro Acquisition, and in form and substance satisfactory to the Administrative Agent, made by Xxxxxx in favor of the Administrative Agent. “Kilimanjaro Acquisition Documents” means the Kilimanjaro Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Kilimanjaro Sellers” means, collectively, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx Xx. and Xxxxxxx Xxxxx. “L/C Facility” means a letter of credit facility, on terms and conditions satisfactory to the Agents and the Lenders, arranged by the Loan Parties, for the issuance by the L/C Issuer of letters of credit in an aggregate face amount of not less than $15,000,000. “L/C Facility Closing Date” means the date on which the L/C Facility is consummated and letters of credit in the aggregate face amount of not less than $15,000,000 are issued by the L/C Issuer thereunder. “L/C Facility Ticking Fee” has the meaning specified therefor in Section 2.06(i). “L/C Facility Trigger Date” means the earlier to occur of (a) the date that is 60 days after the Amendment No. 21 Effective Date (or such later date as may be agreed to in writing (which may be by electronic mail) by the Agents and the Lenders in their sole discretion) and (b) the L/C Facility Closing Date. “L/C Issuer” means Xxxxxx Xxxxxxx or another entity designated by or acceptable to Xxxxxx Xxxxxxx and acceptable to the Agents and the Lenders.
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Examples of Kilimanjaro Acquisition in a sentence

  • Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.

  • The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person.

  • All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

  • The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.

  • All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

  • The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to 142901395v2 the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.


More Definitions of Kilimanjaro Acquisition

Kilimanjaro Acquisition means the acquisition by Mondee of the Kilimanjaro Acquisition Assets pursuant to the Kilimanjaro Acquisition Documents. “Kilimanjaro Acquisition Agreement” means the Stock Purchase Agreement to be entered into by and among Mondee, as buyer, and the Kilimanjaro Sellers, as sellers. “Kilimanjaro Acquisition Assets” means the “Purchased Shares” (as defined in the Kilimanjaro Acquisition Agreement). “Kilimanjaro Acquisition Collateral Assignment” means the Collateral Assignment of Acquisition Documents, dated as of the date of the closing of the Kilimanjaro Acquisition, and in form and substance satisfactory to the Administrative Agent, made by Xxxxxx in favor of the Administrative Agent. “Kilimanjaro Acquisition Documents” means the Kilimanjaro Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith.
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Related to Kilimanjaro 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.

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

  • 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.

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

  • 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.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • 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.

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

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

  • 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.

  • 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.

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

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

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

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

  • 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 Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • 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.

  • 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.

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $450,000,000.

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.