Memorex Acquisition definition

Memorex Acquisition means the acquisition of Memorex and its Subsidiaries by the Borrower on the terms of the Memorex Acquisition Documents.
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Memorex Acquisition means the acquisition of all or substantially all of the assets of Memorex International Inc. pursuant to the Memorex Acquisition Agreement, such Acquisition to be consummated on or before June 30, 2006.
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Examples of Memorex Acquisition in a sentence

  • We have also summarized three loan agreements that we assumed as part of the Memorex Acquisition.

  • However, when clauses have third-person subjects, which rank lower in the empathy hierarchy, the viewing arrangement is considered as canonical.

  • In connection with the Memorex Acquisition on March 5, 2008, we entered into a EUR 100 million Bridge Loan Agreement (the “Bridge Loan Agreement”), and further amended and restated our Facilities Agreement (as amended as of March 5, 2008, the “Facilities Agreement”).

  • Subject to clauses 2.2 and 2.3 below, with immediate effect, the Lenders hereby waive the provisions of paragraph (j) of the definition of “ Permitted Investments” of the Principal Agreement in respect of the Memorex Acquisition.

  • Under the purchase method of accounting, the preliminary purchase price is allocated to the net assets based upon their estimated fair value as of the date of the Memorex Acquisition.

  • Represents the fair value adjustments to items of property, plant and equipment, fair value adjustments to existing intangible assets and the recognition of newly identified intangible assets upon the Memorex Acquisition.

  • Personnel expenses for the nine months ended September 30, 2009 and 2008 include restructuring expenses of EUR 1.8 million and EUR 3.2 million, respectively, relating to the restructurings following the Memorex Acquisition and the Invitel Acquisition.

  • Cost of restructuring includes non-recurring severance expenses, termination expenses of duplicate telecom infrastructure contracts and lease contract termination expenses relating to reorganization in 2007 due to the Invitel Acquisition and the Tele2 Acquisition and in 2008 due to the Memorex Acquisition.

  • In reaction, one newspaper9 commented that the Memorex Acquisition – especially its North American business – had sucked Hanny into a ‘black hole’.

  • The Company funded the Memorex Acquisition and the refinancing of the Memorex debt with a subordinated Bridge Loan facility.

Related to Memorex Acquisition

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

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

  • Stock 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, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

  • Shares 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; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • 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);

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

  • 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:

  • 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.

  • 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.

  • 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.

  • 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.

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • 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.

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

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $750,000,000.

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