Management Opco Merger definition

Management Opco Merger means the legal and valid merger of Management Opco with and into Management Sub, with Management Sub as the surviving entity, as more particularly described in the Proxy and in a manner reasonably satisfactory to the Administrative Agent, subject to the continued perfection and priority of the Liens of the Administrative Agent on the Collateral."
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Management Opco Merger shall have the meaning set forth in the Credit Agreement. Reference is made to that certain Second Master Amendment to Lease Agreements dated June 9, 2000 by and between CCA, as tenant, and the Company, as landlord, whereby CCA's payment of Base Rent for the period from January 1, 2000 through September 30, 2000 (the "Deferred Rent") has been deferred until September 30, 2000, except for specific limited amounts payable from time to time as expressly set forth therein (the "Limited Rent Payments"). The difference between the Deferred Rent and the Limited Rent Payments is referred to herein as the "Net Deferred Rent." Notwithstanding the other provisions hereof, in the event CCA pays to Company and Company accepts any portion of the Net Deferred Rent prior to September 30, 2000 (the "Advance Rent Payments"), then, in such event, the Company shall pay to CCA all fees accruing hereunder, in the same proportion as the Advance Rent Payments bear to the Net Deferred Rent. In addition, in the event the Deferred Rent becomes due and payable in full by reason of the occurrence of a default by the Tenant under Paragraph 3 of the Second Master Amendment to Lease Agreements, then all fees which would have been payable by the Company under the Services Agreement, as of the date of the acceleration of such Deferred Rent, had such fees not been deferred pursuant tot his Amendment shall become immediately due and payable to CCA.
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Management Opco Merger means the legal and valid merger of Operating Company with and into Management Sub, with Management Sub as the surviving entity.
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Examples of Management Opco Merger in a sentence

  • Furthermore, the Borrower has conducted its business so as to qualify as a REIT for its 1999 taxable year, and subsequent to qualifying as a REIT for its 1999 taxable year the Borrower will, until consummation of the Management Opco Merger, conduct its business so as to preserve its ability to elect to be taxed as a REIT.

  • The Borrower and the Credit Parties will cause the valid and legal consummation of the Management Opco Merger (including, without limitation, obtaining all necessary or advisable material government and third-party consents) no later than the Management Opco Merger Date.

  • Both before and after consummation of the Management Opco Merger, at the end of each calendar month the average of the Total Beds Occupied Ratios for each of the immediately preceding three calendar months shall be equal to or greater than the amount indicated below for such calendar month.

  • Except as may be necessary in order to consummate, and as contemplated by, the Management Opco Merger and the Service Company Mergers, the Credit Parties will not permit any Consolidated Party or any other Subsidiary to substantively alter the character or conduct of the business conducted by such Person as of the Original Closing Date.

  • In connection with the Management Opco Merger and the Change in Tax Status, the Company's conduct of business other than financing, owning and developing prisons and other correctional facilities, in contravention of Section 8.4 of the Note Agreement.

  • Section 8.10 of the Credit Agreement is hereby amended by adding, immediately following the words "affect the Lenders" in the last line thereof, the words "except, in the case of (b) only, as necessary to consummate the Management Opco Merger, the Service Company Mergers and the Change in Tax Status, as applicable.

  • To the extent that the Management Opco Merger is consummated on a date in a fiscal quarter of the Consolidated Parties other than the final day of such fiscal quarter, the financial covenants contained in (i) through (v) above shall be calculated as if the Management Opco Merger had occurred on the first of day of such fiscal quarter.


More Definitions of Management Opco Merger

Management Opco Merger means the legal and valid merger of Management Ocpo with and into Management Sub, with Management Sub as the
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Management Opco Merger means the legal and valid merger of Management Opco with and into Management Sub, with Management Sub as the surviving entity, as more particularly described in the Proxy and
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Management Opco Merger means the merger of Management Opco with and into CCA of Tennessee, with CCA of Tennessee as the surviving entity, on October 1, 2000.
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Related to Management Opco Merger

  • Virginia Stormwater Management Program authority or "VSMP authority" means an authority approved by the State Board after September 13, 2011, to operate a Virginia Stormwater Management Program.

  • 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.

  • Second Merger has the meaning set forth in the Recitals.

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

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

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Virginia Stormwater Management Act means Article 2.3 (§ 62.1-44.15:24 et seq.) of Chapter 3.1 of Title 62.1 of the Code of Virginia.

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

  • Virginia Stormwater Management Program or “VSMP” means a program approved by the State Board after September 13, 2011, that has been established by a locality to manage the quality and quantity of runoff resulting from land-disturbing activities and shall include such items as local ordinances, rules, permit requirements, annual standards and specifications, policies and guidelines, technical materials, and requirements for plan review, inspection, enforcement, where authorized in this article, and evaluation consistent with the requirements of this article and associated regulations.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Blocker has the meaning set forth in the preamble.

  • Member of the University Community means students, faculty, or staff, or other persons affiliated with the University.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Company Merger has the meaning set forth in the recitals hereto.

  • SCC means the Special Conditions of Contract.

  • 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.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

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

  • 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.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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.

  • 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.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.