Kite Acquisition definition

Kite Acquisition means the proposed merger of Ozark Merger Sub, Inc., an Indiana corporation and a Subsidiary of the Borrower, with and into Kite, with Kite surviving the merger as a Subsidiary of the Borrower, pursuant to the Kite Acquisition Agreement.”
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Kite Acquisition shall have the meaning set forth in Section 15.10 (Sale Transaction or Kite Acquisition).
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Kite Acquisition means the proposed merger of Ozark Merger Sub, Inc., an Indiana corporation and a Subsidiary of the Borrower, with and into Kite, with Kite surviving the merger as a Subsidiary of the Borrower, pursuant to the Kite Acquisition Agreement. “Kite Acquisition Agreement” means the Agreement and Plan of Merger, dated as of the Kite Acquisition Signing Date, among the Borrower, Ozark Merger Sub, Inc., an Indiana corporation, and Kite (including all schedules and exhibits thereto). “Kite Acquisition Agreement Representations” has the meaning given to such term in Section 4.2(b). “Kite Acquisition Closing Date” means the date on which the Kite Acquisition is consummated. “Kite Acquisition Signing Date” means March 7, 2023. “Kite Bridge Arrangers” means WFS and U.S. Bank. “Kite Bridge Facility” means that certain senior unsecured bridge credit facility providing for up to $440,000,000 in senior unsecured bridge loans available to the Borrower arranged by the Kite Bridge Arrangers and used to (i) finance a portion of the consideration paid by the Borrower to consummate the Kite Acquisition, (ii) effect all or a portion of the Kite Refinancing, and/or (iii) pay fees, costs, commissions and expenses in connection with the Kite Transactions, all as contemplated in that certain
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Examples of Kite Acquisition in a sentence

  • Within this period, the Non-Hedging Party may, in order to avoid a Price Adjustment or termination with respect to the Transaction, (X) lend the Hedging Party, subject to the conditions below, Shares in an amount equal to the Hedging Shares at a rate equal to or less than the Initial Stock Loan Rate or (Y) refer the Hedging Party to a Lending Party that lends the Hedging Party Shares in an amount equal to the Hedging Shares at a rate equal to or less than the Initial Stock Loan Rate.

  • The Borrower will use reasonable best efforts to provide the Administrative Agent and the Lenders with copies of all financial statements of Kite and its Subsidiaries delivered to the Borrower pursuant to the Kite Acquisition Agreement prior to the Initial Closing Date.

  • With respect to a particular Amgen Target, during the Term, Kite (and, subject to Section 15.10 (Sale Transaction or Kite Acquisition), its Affiliates) shall not conduct or participate in, or advise, assist or intentionally enable any Third Party to conduct or participate in the preclinical or clinical development, manufacture or commercialization of any Distracting Product that has as […***…], or its being developed with the […***…].

  • Additionally, during the Term, Kite (and, subject to Section 15.10 (Sale Transaction or Kite Acquisition), its Affiliates ) shall not conduct or participate in, or advise, assist or intentionally enable any Third Party to conduct or participate in the preclinical or clinical development, manufacture or commercialization of any Distracting Product that has as […***…], or its being developed with the […***…].

  • Since the date of the Company Balance Sheet (as defined in the Kite Acquisition Agreement as in effect on the date hereof), there has not been a Company Material Adverse Effect (as defined in the Kite Acquisition Agreement as in effect on the Kite Acquisition Signing Date).

  • For purposes of this Section 3.14, except for Go Fly A Kite Acquisition, Inc., "Parent" includes all of Parent's Subsidiaries.

  • The “Kite Acquisition Agreement Representations” shall mean such of the representations made by or with respect to Kite and its subsidiaries in the Kite Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower or its applicable subsidiary has the right (taking into account any cure provisions) to terminate its obligations under the Kite Acquisition Agreement or to decline to consummate the Kite Acquisition.

  • On or prior to the Kite Borrowing Termination Date, the Borrower may designate a borrowing of Revolving Loans to be made on the Kite Acquisition Closing Date in an aggregate principal amount not to exceed $160,000,000 as a Kite Borrowing by specifying such designation in the Notice of Borrowing delivered in respect of such Revolving Loans in accordance with Section 2.1(b)(i) (which Notice of Borrowing shall also specify the anticipated Kite Acquisition Closing Date).

  • The Administrative Agent shall have received, at least three Business Days (as defined in the Kite Acquisition Agreement) prior to the Kite Acquisition Closing Date, all documentation and other information about any Credit Party required by applicable U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

  • The Borrower will use reasonable best efforts to provide the Administrative Agent and the Lenders with copies of all financial statements of Kite and its Subsidiaries delivered to the Borrower pursuant to the Kite Acquisition Agreement prior to the Kite Acquisition Closing Date.


More Definitions of Kite Acquisition

Kite Acquisition means the proposed merger of Ozark Merger Sub, Inc., an Indiana corporation and a Subsidiary of the Borrower, with and into Kite, with Kite surviving the merger as a Subsidiary of the Borrower, pursuant to the Kite Acquisition Agreement.
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Related to Kite Acquisition

  • 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.

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

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

  • 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.

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

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • 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.

  • 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.

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

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

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

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

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

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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);

  • 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.

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

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

  • 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).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.