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

  • 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.

  • 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 “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.

  • 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 […***…].

  • The Kite Acquisition Agreement shall be in full force and effect and the Acquisition shall have been consummated in all material respects in accordance with the terms of the Kite Acquisition Agreement.

  • 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.

  • For purposes of this Section 3.15, except for Go Fly A Kite Acquisition, Inc., "Parent" includes all of Parent's Subsidiaries.

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 (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.

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

  • 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.

  • 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, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • 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.

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

  • 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.

  • 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.

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

  • 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 by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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).

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

  • 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).