Material Acquisition Documents definition

Material Acquisition Documents shall have the meaning given in Paragraph 8U.
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Material Acquisition Documents means the Purchase Agreement, the Escrow Agreement and the Common Stock Purchase Agreements and the Minority Investors' Stockholders' Agreement (each as defined in the Purchase Agreement) and the Merger Agreements.
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Material Acquisition Documents means the Stock Purchase Agreement and the Contribution Agreement.
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Examples of Material Acquisition Documents in a sentence

  • Such Purchaser shall have received a copy of the Agreement and Plan of Merger and all other Material Acquisition Documents, certified in an Officers’ Certificate, dated the Closing Date, as correct and complete.

  • Each of the Financing Documents (other than the Notes) and Material Acquisition Documents has been duly executed and delivered by each Obligor party thereto and constitutes its valid and binding agreement, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability.

  • Holdings will not, directly or indirectly, engage in any business or conduct any activity other than the making and holding of its Investment in the Company and activities necessary to perform its obligations under the Financing Documents and the Material Acquisition Documents to which it is a party or reasonably incidental thereto.

  • The execution, delivery and performance by each Obligor of the Financing Documents and Material Acquisition Documents to which it is a party and the issuance of the Notes by the Company have been duly and validly authorized and are within its corporate powers.

  • Except for the Material Acquisition Documents or as set forth on SCHEDULE 3.3, there are no subscriptions, options, warrants, rights, convertible securities, exchangeable securities or other agreements or commitments of any character pursuant to which Holdings is required to issue any shares of its capital stock.

  • The Purchasers shall have received copies of fully executed versions of the Transaction Documents (including the Material Acquisition Documents and the Loan Documents), certified to be true and complete copies thereof by an Authorized Officer of Holdings and Intermediate Holdings.

  • The execution, delivery and performance by each Credit Party who is party to each of the Financing Documents and the Material Acquisition Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within each such Credit Party's corporate powers.

  • Each of the Financing Documents (other than the Notes) and Material Acquisition Documents has been duly executed and delivered by the Credit Parties party thereto and constitutes their valid and binding agreement, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability.

  • The Purchasers shall have received copies of fully executed versions of the Transaction Documents (including the Material Acquisition Documents and the Loan Documents), certified to be true and complete copies thereof by an Authorized Officer of Holdings, Intermediate Holdings and the Company.

  • The execution, delivery and performance by each Credit Party party to each of the Financing Documents and the Material Acquisition Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within each such Credit Party's corporate, limited liability company or limited partnership powers, as applicable.


More Definitions of Material Acquisition Documents

Material Acquisition Documents means with respect to any Approved Acquisition or any Other Acquisition, the purchase agreement or similar agreement or agreements pursuant to which such Acquisition is to be consummated and all other related agreements and instruments in connection with such Acquisition (together with any and all exhibits, annexes and schedules thereto), but, in the case of any Other Acquisition, only to the extent the Borrower is required to deliver copies of such agreements and instruments pursuant to Section 7.04(f)(vii).
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Material Acquisition Documents means the Merger Agreement, the Credit Agreement, the Engagement Letter and all other material instruments, agreements and documents relating to the Acquisition, the RailAmerica Refinancing, the RailTex Refinancing, the Intermediate Holdings Asset Bridge Note Issuance, the Equity Issuance (as defined in the Incorporated Agreement), the Asset Transfer and the transactions contemplated hereby or thereby, in each case as amended from time to time in accordance with CLAUSE (j) of SECTIONS 6.2 and 6.5.
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Material Acquisition Documents means, collectively, the Implementation Agreement, the Acquisition Court Order, the Deed Poll (under and as defined in the Implementation Agreement), the Scheme of Arrangement, the Scheme Booklet (under and as defined in the Implementation Agreement and, for certainty, including any supplements thereto) and cancellation deeds in respect of the Options (under and as defined in the Implementation Agreement) and the Performance Rights (under and as defined in the Implementation Agreement), and all amendments and variations to the foregoing.
Sample 1
Material Acquisition Documents means the Sibson US Asset Purchase Agreement including all Exhibits thereto, the Sibson Canada Share Purchase Agreement including all Exhibits thereto, the Delphi Purchase Agreement including all Exhibits thereto and the Side Letter dated August 31, 1998 from Sibson US to the Company regarding disclosure schedules to the Sibson US Asset Purchase Agreement.
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Related to Material Acquisition Documents

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • 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).

  • Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Permitted Securitization Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Construction Documents means the plans, specifications, approved change orders, revisions, addenda and other information approved by the City, which set forth in detail the Work to be performed for a construction Project.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

  • Closing Date Material Adverse Effect means a “Material Adverse Effect” as defined in the Acquisition Agreement.

  • Material Documents has the meaning set forth in Section 5.23.

  • Securitization Documents means all documentation relating to any Permitted Securitization.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Financing, including all credit agreements, loan documents, purchase agreements, underwriting agreements, indentures, debentures and notes pursuant to which the Financing will be governed or contemplated by the Debt Commitment Letter.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).