NES Acquisition definition

NES Acquisition means the acquisition of assets contemplated by the Agreement and Plan of Merger, dated as of January 25, 2017, by and among NES Rentals Holdings II, Inc., the Company, UR Merger Sub II Corporation and Diamond Castle Holdings, LLC, as the Stockholder Representative named therein, as amended from time to time.
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NES Acquisition means the acquisition of assets contemplated by the Agreement and Plan of Merger, dated as of January 25, 2017, by and among NES Rentals Holdings II, Inc., the Borrower, UR Merger Sub II Corporation and Diamond Castle Holdings, LLC, as the Stockholder Representative named therein, as amended from time to time. “NES Transactions” means (a) the NES Acquisition, (b) the issuance of debt securities in connection with the NES Acquisition and (c) any other transactions contemplated in connection with the NES Acquisition and any other financing transactions in connection with the NES Acquisition. “Net Cash Proceeds” means, with respect to any Asset Disposition, the proceeds thereof in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Borrower or any Restricted Subsidiary), net of (in each case as determined in good faith by a Responsible Officer of the Borrower): (i) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel and investment bankers, recording fees, transfer fees and appraisers’ fees) related to such Asset Disposition; (ii) provisions for all taxes payable as a result of such Asset Disposition; (iii) amounts required to be paid to any Person (other than the Borrower or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Disposition; (iv) payments made to retire Indebtedness which is secured by any assets subject to such Asset Disposition (in accordance with the terms of any Lien upon such assets) or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds of such Asset Disposition; (v) the amount of any liability or obligations in respect of appropriate amounts to be provided by the Borrower or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Disposition and retained by the Borrower or any Restricted Subsidiary, as the case may be, after such Asset Disposition, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Disposition; and (vi) the amount of any purchase price or si...
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NES Acquisition means the Acquisition by the Borrower of all of the issued and outstanding capital stock of N.E.S. Investment Co., a Delaware corporation.
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Examples of NES Acquisition in a sentence

  • Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or one day after being sent by Federal Express or other reputable overnight carrier or five days after being sent by certified or registered mail addressed to the other Party hereto at such Party's address shown below: If to the Company: NES Acquisition Corp.

  • THIS LEASE made and entered into as of the first day of July, 1997, between Sprint Industrial Services, Inc., a Texas corporation (hereinafter called "Landlord") and NES Acquisition Corp., a Delaware corporation (hereinafter called "Tenant").

  • Xxxxxxx 12 Cxxxxx Xxx Xxxx Xxxxxxx, Xxxxx 00000 Notices to the Company: NES Acquisition Corp.

  • Xxxxxxxxxx, the sole stockholder of the Seller (the "Stockholder"), and NES Acquisition Corp., a Delaware corporation (the "Purchaser").

  • National Equipment NES Acquisition Corp., dba Lone Star Delaware Services, Inc.

  • Each of the Company, NES Acquisition, BAT, NES East and NES Michigan is a corporation existing and in good standing under the General Corporation Law of the State of Delaware.

  • X'Xxxx -------------------------- Title: President -------------------------- State of __________ ) )SS: County of _________ ) On this _____ day of ___________________, 1997, before me, the undersigned Notary Public in and for said County and State, personally appeared _______________________, ____________________ of NES Acquisition Corp., a Delaware corporation, who executed the foregoing instrument on behalf of said corporation for the purposes therein expressed.

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  • All voided areas between the roof and the ceiling shall be filled with fiberglass insulation with vapor shield.

  • For purposes of the opinions in paragraph 1, we have relied exclusively upon (a) in the case of the Company, NES Acquisition and BAT, recent certificates issued by the Delaware Secretary of State, (b) in the case of Aerial, a recent certificate issued by the Georgia Secretary of State, and (c) in the case of MST, a recent certificate issued by the Virginia State Corporation Commission and such opinions are not intended to provide any conclusion or assurance beyond that conveyed by such certificates.

Related to NES Acquisition

  • Exempt Acquisition means an acquisition by a Person of Voting Shares and/or Convertible Securities:

  • 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 Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation 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, or a product or a product candidate of, any Person; provided that:

  • Limited Condition Acquisition means any acquisition of an Acquired Entity or Business by the Borrower or any Restricted Subsidiary the consummation of which is not conditioned on the availability of financing.

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

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