Nevada Acquisition definition

Nevada Acquisition means the acquisition of the Membership Interest and Infused Interest pursuant to the MIPSA and IMIPSA;
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Nevada Acquisition means the proposed acquisition by the Company of Nevada Investment Holdings 2 Limited or another holding company that holds the entire issued share capital of Nevada Investment Holdings 3 Limited (the entity to be acquired, the "Target") from the Sellers (or a subsidiary of the Sellers) in consideration for an issue by the Company to the Sellers of convertible equity certificates (the "CECs") up to a maximum nominal value equal to the Fair Market Value (as defined in the SHA) of the Target, expected to be approximately £67,000,000;
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Nevada Acquisition means the purchase of Nevada Investment Holdings 2 Limited (the "Target") from Mezzanine Partners II L.P., Mezzanine Partners – Offshore Investment Master Fund II, L.P., Institutional Mezzanine Partners II L.P., AP Mezzanine Partners II L.P., and Tango Investments, LLC. (the "Sellers"), pursuant to which the Company agrees to purchase the entire issued share capital of the Target (the "Target Shares") in consideration for an issue by the Company of convertible equity certificates to the Sellers with an aggregate principal amount of £67,000,000 ("CECs");
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Examples of Nevada Acquisition in a sentence

  • Through its United States subsidiary, Century Nevada Acquisition, Inc., the Company owns the Nugget and a 50% membership interest in Smooth Bourbon, which owns the land and building of the Nugget.

  • Company became a wholly owned subsidiary of Guarantor pursuant to that certain Agreement and Plan of Merger by and among Guarantor, Nevada Acquisition Corp., a Delaware corporation, and Company, dated as of November 18, 1997 (the "Merger").

  • Agreement and Plan of Merger, dated as of January 25, 2005, among Cimarex Energy Co., Cimarex Nevada Acquisition Co. and Magnum Hunter Resources, Inc.

  • Alberta, Canada There is no provision under Alberta law similar to the Nevada Acquisition of Controlling Interest Statute.

  • In accordance with the provisions of the applicable statutes of the State of Nevada, Acquisition shall be, at the Effective Time, merged into SBS, which shall be the Surviving Corporation, and SBS shall continue to exist as a Nevada corporation in accordance with the laws of the State of Nevada.

  • The Association has complied with all aspects of contractual agreements and legal prescriptions that could have a mate- rial effect on the reporting package in the event of non-compliance.

  • Aide à l’exécution à l’intention des autorités, des entreprises de remontées mécaniques et des spécialistes de l’environnement, Berne.

  • On June 7, 2005, Cimarex Nevada Acquisition Co., a Nevada corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), merged with and into Magnum Hunter, with Magnum Hunter as the surviving company (the "First Merger").

  • Issued upon completion of the Plus Nevada Acquisition to prior holders of 3,994,174 shares of B-1 Stock of Plus Nevada, on a one (1) Series B-1 Preferred Share for each one (1) share of B-1 Stock basis, pursuant to the Securities Exchange Agreement.

  • A copy of the Agreement memorializing the EFG Nevada Acquisition is attached to this Report as Exhibit “H”.

Related to Nevada Acquisition

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

  • 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.

  • 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.

  • 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.

  • 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.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

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

  • 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.

  • 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);

  • 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).

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

  • 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.

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

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).