Newport Acquisition definition

Newport Acquisition has the meaning specified in the Preliminary Statements to this Agreement.
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Newport Acquisition means the acquisition by the Nexstar Borrower of substantially all of the assets used or held for use in the operation of (a) nine television broadcasting stations located in Salt Lake City, Utah, Memphis, Tennessee, Jackson, Tennessee, Binghamton, New York, Elmira, New York, Watertown, New York, and Syracuse, New York and (b) the integrated digital management solutions business, Inergize Digital, in each case owned by Newport Television and Newport Television License.
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Newport Acquisition means the acquisition of certain assets of Newport Television, LLC and Newport Television License LLC pursuant to that certain Asset Purchase Agreement, dated as of July 19, 2012.
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Examples of Newport Acquisition in a sentence

  • To effect the Newport Acquisition, the Borrower will consummate the transactions pursuant to the Acquisition Documents (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below).

  • The (a) execution, delivery and performance of this Agreement, (b) consummation of the Newport Acquisition and (c) the consummation and performance of the Transactions, do not and will not conflict with or result in any breach or contravention of, the Senior Second Lien Notes or the Senior Second Lien Notes Indenture Documentation.

  • Littleton, 414 U.S. 488, 493-94 (1974), which “depends on whether the plaintiff has alleged such a personal stake in the outcome of the controversy as to warrant his invocation of federal jurisdiction and to justify exercise of the court’s remedial powers on his behalf.” Newport Acquisition Co. No. 1, LLC v.

  • Prior to the Effective Time (as defined below), Investor shall form a new corporation to be called Newport Acquisition Corp.

  • The Borrower intends to acquire (the "Newport Acquisition") substantially all of the assets used or held for use in the operation of (a) nine (9) television broadcasting stations located in Salt Lake City, Utah, Memphis, Tennessee, Jackson, Tennessee, Binghamton, New York, Elmira, New York, Watertown, New York, and Syracuse, New York and (b) the integrated digital management solutions business, Inergize Digital, in each case owned by Newport Television and Newport Television License.

  • The Public Company represents to the Stockholder that on the date hereof, each of (i) the Asset Purchase Agreement dated as of October 22, 2008 by and between the Public Company and JHP Pharmaceuticals, LLP and (ii) the Agreement and Plan of Merger dated as of November 18, 2008 by and among the Public Company, Newport Acquisition Corp.

  • Approve, pursuant to Nasdaq Rule 4350, the issuance of shares of Class B common stock to DynCorp in connection with the merger of DMR into our wholly owned subsidiary, Newport Acquisition Corp.

  • Archemix Merger Agreement" shall mean the Agreement and Plan of Merger by and among NitroMed, Newport Acquisition Corp.

  • DoD manages Chemical Demilitarization-ACWA as an ACAT ID program.Revised Chemical Demilitarization-CMA and Chemical Demilitarization-CMA Newport Acquisition Program Baselines (APBs) were approved by the Defense Acquisition Executive on April 5, 2006.A Defense Acquisition Board (DAB) review of cost and schedule options for Assembled Chemical Weapons Alternatives (ACWA) was held on August 22, 2006.

  • The unaudited pro forma condensed combined financial statements reflecting the Newport Acquisition include the adjustments attributed to the acquisition of the Newport Stations and additional borrowings used to finance the Acquisition including the issuance of $500.0 million of 6.125% Senior Notes due 2022 (“the Notes”), which were issued in October 2012.

Related to Newport Acquisition

  • 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.

  • 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);

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

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

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

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

  • 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.

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

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

  • 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).

  • 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.

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

  • 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 $450,000,000.

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

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Asset Acquisition means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company or any Restricted Subsidiary or (b) any acquisition by the Company or any Restricted Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course of business.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • 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.

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

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

  • 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.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.