Neptune Acquisition definition

Neptune Acquisition means the acquisition of all of the shares of the Company by Icon immediately following the Neptune Separation pursuant to the Neptune Acquisition Agreement.
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Neptune Acquisition means the acquisition by the Borrower of all of the issued and outstanding Equity Interests of the Target.
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Neptune Acquisition the acquisition by the Parent Borrower of 100% of Neptune’s outstanding Capital Stock, including the acquisition of that portion of Capital Stock of DAP Technologies, Ltd. not previously owned by Neptune.
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Examples of Neptune Acquisition in a sentence

  • For the purpose of calculating Consolidated EBITDA for any period, if during such period any Group Member shall have made a material acquisition or material disposition (with materiality calculated in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended) (including for the avoidance of doubt, the Neptune Acquisition and the acquisition of Frutarom Industries Ltd.

  • The Parent shall not make, or permit any of its Subsidiaries to make, any material change (other than pursuant to the Neptune Acquisition Agreement or Neptune Separation Agreement) in the nature of the business of the Group Members, taken as a whole, as carried on at the date hereof.

  • Notwithstanding anything to the contrary in this Section 5.02(b), the transactions contemplated in the Neptune Separation Agreement and the Neptune Acquisition Agreement shall be permitted.

  • The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated June 23, 1998 and the related Letter of Transmittal, in connection with the offer by Neptune Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Carlton Communications Plc, an English public limited company, to purchase for cash all outstanding Shares, par value $.01 per share (the "Shares"), of Nimbus CD International, Inc., a Delaware corporation.

  • Some sites of significance may be identified within the Tenements.

  • On April 8, 2020, the Company completed the sale of the MDA Business to Neptune Acquisition Inc., a corporation existing under the laws of the Province of British Columbia and an affiliate of Northern Private Capital Ltd.

  • The Company also intends to enter into $625.0 million principal amount of senior secured credit facilities in connection with the Neptune Acquisition (the "New Senior Secured Credit Facilities") by and among the Company, the other credit parties party thereto, XX Xxxxxx Chase Bank as administrative agent, Wachovia Bank National Association as syndication agent, Xxxxxxx Xxxxx Capital Corporation as documentation agent and the lenders party thereto.

  • The pro forma financial information also gives effect to the acquisition of substantially all of the assets of the Neptune product line ("Neptune") of Goldeneye Products, Inc., which closed on June 30, 1995 and was accounted for using the purchase method of accounting (the "Neptune Acquisition").

  • The unaudited pro forma condensed consolidated statements of operations reflect the historical results of operations of JWA, the Business and Neptune for the fiscal year ended September 30, 1994, and the six months ended March 31, 1995, with pro forma acquisition adjustments as if the Acquisition and the Neptune Acquisition had occurred as of the beginning of the respective periods.

  • These operating leases provided for minimum rents and percentage rents based on revenues.

Related to Neptune Acquisition

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) 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 fifty percent (50%) 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 fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • 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.

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

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

  • 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.

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

  • Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

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

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • 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.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

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

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

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

  • 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) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

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

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