Majority Acquisition definition

Majority Acquisition has the meaning given in paragraph (c) of the definition of “Permitted Acquisition”.
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Majority Acquisition means the acquisition by any person through an unsolicited take-over bid of more than 50% of the voting shares of the Company;
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Majority Acquisition means any Acquisition of Equity Interests of an entity, in which the Company is not permitted to hold 100% of such equity interests because of limitations imposed by the relevant manufacturer’s Franchise Agreement.
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Examples of Majority Acquisition in a sentence

  • The Board of Directors or the Committee may authorize the issuance of benefits under this Plan in connection with the assumption of, or substitution for, outstanding benefits previously granted to individuals who become employees of the Company or any subsidiary as a result of any merger, consolidation, acquisition of property or stock, or reorganization other than upon the occurrence of a Majority Acquisition or a Majority Election, upon such terms and conditions as the Committee may deem appropriate.

  • Upon the occurrence of a Majority Acquisition or a Majority Election, all Converted Options and new Options shall become immediately exercisable and all Waiting Periods and Holding Periods shall be waived, provided that Optionees who are, or may be deemed to be, insiders of the Company in accordance with any applicable law shall be subject to such law.

  • Without limiting the foregoing, all amounts payable upon such change in control shall be paid in cash immediately following the Majority Acquisition.

  • None of the Borrower's Subsidiaries shall issue any Equity Interests other than to the Borrower except as permitted in connection with a Majority Acquisition or as required to comply with the terms of the relevant franchise agreement with a particular automotive manufacturer.

  • Borrower shall cause any minority holder holding an Equity Interest in a Subsidiary pursuant to a Majority Acquisition to pledge its Equity Interest to Lender in connection with said Permitted Acquisition (provided, however, that Xxxxxxx Xxxx shall not be required to pledge his 20% equity interest in Lithia VS, L.L.C.).

  • Upon the occurrence of a Majority Acquisition or a Majority Election, all Converted Options shall become immediately exercisable and all Waiting Periods and Holding Periods shall be waived, provided that Optionees who are, or may be deemed to be, insiders of the Company in accordance with any applicable law shall be subject to such law.

  • Upon the occurrence of a Majority Acquisition or a Majority Election, all Options shall become immediately exercisable and all Waiting Periods and Holding Periods shall be waived, provided that Optionees who are, or may be deemed to be, insiders of the Company in accordance with any applicable law shall be subject to such law.

  • Each of Seller, Scient’x Groupe and LuxCo I hereby acknowledges and agrees that upon the consummation of the Transaction, the Shareholders’ Agreement shall terminate with respect to Seller, and upon the Consummation of the Majority Acquisition Transaction, the Shareholders’ Agreement shall terminate with respect to LuxCo I, and upon such terminations, the relevant party shall no longer be bound by the terms and conditions of the Shareholders’ Agreement, nor shall such party enjoy any rights thereunder.

  • None of the Borrower's Subsidiaries may issue any Equity Interests other than to (i) the Borrower, (ii) a Subsidiary holding company of the Borrower and (iii) a Minority Holder (in connection with a Majority Acquisition).

  • Solely in connection with the Majority Acquisition Transaction, each of Seller, Scient’x Groupe and LuxCo I hereby waives any rights it may have in the Shareholders Agreement related to the Tag Along Rights [and the Seller Put Option] ([in each case ]as defined in the Shareholders’ Agreement).


More Definitions of Majority Acquisition

Majority Acquisition means any Acquisition of Equity Interests of an entity, in which Borrower is not permitted to hold !00% of such Equity Interest because if limitations imposed by the relevant automotive manufacture's franchise agreement. (kkk) "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation U.
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Majority Acquisition means any Acquisition of Equity Interests of an entity, in which Borrower is not permitted to hold !00% of such Equity Interest because if limitations imposed by the relevant automotive manufacture's franchise agreement.
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Majority Acquisition has the meaning given in paragraph (c) of the definition of Permitted Acquisition. Majority Lenders means, at any time Lenders the aggregate of whose undrawn Additional Facility Commitments (translated into euros, where such Additional Facility Commitment is denominated in US Dollars or an Additional Currency, on the basis of the Agent's Spot Rate of Exchange on the date of the Additional Facility Accession Agreement) and participations in outstanding Advances (calculated by reference to the Original Euro Amount of such Advances) exceeds 662/3 per cent. of the aggregate undrawn Total Commitments and the Original Euro Amount of outstanding Advances.
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Related to Majority 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.

  • 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.

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

  • 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.

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • 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);

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

  • 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.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • 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.

  • 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).

  • 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.

  • Convertible Security Acquisition means an acquisition by a Person of Voting Shares upon the exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition;

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

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

  • Limited Conditionality Acquisition means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).