Material Acquisition or Divestiture definition

Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control, that has or will result in an increase or decrease in Operating Profits, or losses, exceeding $3 million in the aggregate. An acquisition will be deemed to result in an increase in Operating Profits, or losses, exceeding $3 million in the aggregate if the acquired business’s operating profits, or losses, measured over the twelve (12) calendar months immediately preceding the date of acquisition exceeded $3 million. A divestiture will be deemed to result in a decrease in Operating Profits, or losses, exceeding $3 million if the divested business’s operating profits, or losses, measured over the twelve (12) calendar months immediately preceding the divestiture exceeded $3 million.
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Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control that is deemed to result in an increase or decrease in annual Operating Profits exceeding $______________ USD (the “Materiality Threshold”). An acquisition (or business combination) will be deemed to result in an increase in annual Operating Profits exceeding the Materiality Threshold if the acquired business’s operating profits measured over the most recently completed fiscal year immediately preceding the date of acquisition (or business combination) exceeded $_______________ USD. A divestiture will be deemed to result in a decrease in annual Operating Profits exceeding the Materiality Threshold if the divested business’ operating profits measured over the most recently completed fiscal year immediately preceding the divestiture exceeded $______________ USD. Notwithstanding the foregoing, the acquisition of Xxxxx Xxxx Enterprises, Inc. and its subsidiaries and affiliates shall not constitute a Material Acquisition or Divestiture for purposes of this Award.
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Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control that is deemed to result in an increase or decrease in annual EBITDA exceeding $_____________ USD (the “Materiality Threshold”). An acquisition (or business combination) will be deemed to result in an increase in annual EBITDA exceeding the Materiality Threshold if the acquired business’s EBITDA measured over the most recently completed fiscal year immediately preceding the date of acquisition (or business combination) exceeded $___________ USD. A divestiture will be deemed to result in a decrease in annual EBITDA exceeding the Materiality Threshold if the divested business’ EBITDA measured over the most recently completed fiscal year immediately preceding the divestiture exceeded $_____________ USD. (vii) “EBITDA Target I” means $____________ USD; provided, however, that if a Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an operating loss in the twelve (12) months preceding such divestiture, the EBITDA Target shall be adjusted to account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction. For example, the acquisition of an entity that generated EBITDA of $____________ USD in the 12 months preceding the acquisition shall cause an upward adjustment in the EBITDA target by $__________ USD for each full calendar year remaining in the EBITDA Performance Period (if any), plus an amount equal to the product of $___________ multiplied by a fraction, the numerator of which is the number of full months remaining in the calendar year in which the acquisition occurred and the denominator of which is twelve (12). (viii) “EBITDA Target II” means $_________ USD; provided, however, that if a Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an operating loss in the twelve (12) months preceding such divestiture, the EBITDA Target shall be adjusted to account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction. For example, the acquisition of an entity that generated EBITDA of $ USD in the 12 months 2
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More Definitions of Material Acquisition or Divestiture

Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control that is deemed to result in an increase or decrease in annual Operating Profits exceeding
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Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control that is deemed to result in an increase or decrease in annual Operating Profits exceeding $3,000,000 USD (the “Materiality Threshold”). An acquisition (or business combination) will be deemed to result in an increase in annual Operating Profits exceeding the Materiality Threshold if the acquired business’s operating profits measured over the most recently completed fiscal year immediately preceding the date of acquisition (or business combination) exceeded $3,000,000 USD. A divestiture will be deemed to result in a decrease in annual Operating Profits exceeding the Materiality Threshold if the divested business’ operating profits measured over the most recently completed fiscal year immediately preceding the divestiture exceeded $3,000,000 USD.
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Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control that is deemed to result in an increase or decrease in annual Operating Profits exceeding $3,000,000 USD (the “Materiality Threshold”). An acquisition (or business combination) will be deemed to result in an increase in annual Operating Profits exceeding the Materiality Threshold if the acquired business’s operating profits measured over the most recently completed fiscal year immediately preceding the date of acquisition (or business combination) exceeded $3,000,000 USD. A divestiture will be deemed to result in a decrease in annual Operating Profits exceeding the Materiality Threshold if the divested business’ operating profits measured over the most recently completed fiscal year immediately preceding the divestiture exceeded $3,000,000 USD. Notwithstanding the foregoing, the acquisition of Holly Hunt Enterprises, Inc. and its subsidiaries and affiliates shall not constitute a Material Acquisition or Divestiture for purposes of this Award.
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Material Acquisition or Divestiture means any acquisition or divestiture or other business
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Material Acquisition or Divestiture means any acquisition or divestiture or other business combination not involving a Change in Control, that has or will result in an increase or decrease in Operating Profits exceeding $ USD (the “Materiality Threshold”). An acquisition (or business combination) will be deemed to result in an increase in Operating Profits exceeding the Materiality Threshold if the acquired business’s operating profits measured over the most recently completed fiscal year immediately preceding the date of acquisition (or business combination) exceeded $ USD. A divestiture will be deemed to result in a decrease in Operating Profits exceeding the Materiality Threshold if the divested business’ operating profits measured over the most recently completed fiscal year immediately preceding the divestiture exceeded $ USD.
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Related to Material Acquisition or Divestiture

  • 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).

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

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • 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.

  • 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);

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • 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).

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • 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.

  • Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • 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.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • 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.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Permitted Bid Acquisitions means share acquisitions made pursuant to a Permitted Bid or a Competing Bid.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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.

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR