Outside Acquisition Date definition

Outside Acquisition Date means the earliest of the following events: (i) January 2, 2019 (or, April 2, 2019, if the “Termination Date” under the Plan of Merger is automatically extended to such date pursuant to Section 7.01(b)(i) of the Plan of Merger or such later date, but no later than June 30, 2019, as may be agreed among the parties to the Plan of Merger to obtain regulatory approval, provided any amendment thereto is not materially adverse to the interests of the Lenders as set forth in (iii) below); (ii) the date the Plan of Merger is validly terminated in accordance with its terms; and (iii) the date the Plan of Merger is amended, modified or supplemented or a consent is provided thereunder after the date hereof in any case in a manner that is materially adverse to the interests of the Lenders (as reasonably determined by the Required Lenders).
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Examples of Outside Acquisition Date in a sentence

  • If the Project Owner acquires the Xxxx Tract in accordance with the terms of this Agreement prior to the Xxxx Outside Acquisition Date, the Xxxx Tract will also become a part of the Land.

  • Either (a) $52,814,755 if the Xxxx Tract is acquired by the Project Owner on or before the Xxxx Outside Acquisition Date or (b) $31,045,217 if the Xxxx Tract is not acquired by the Project Owner by the Xxxx Outside Acquisition Date.

  • Notwithstanding the foregoing, should Lessee give a written notice of termination pursuant to the failure of the Acquisition Contingency before the expiration of the thirty (30) day period after the Outside Acquisition Date, and Lessor or the Lessor Assignee satisfies the Acquisition Contingency on or before the expiration of such thirty (30) day period, then Lessee’s termination notice shall be of no force or effect.

  • In the event that either Lessor or the Lessor Assignee fails to satisfy the Acquisition Contingency by no later than the date which is one hundred twenty (120) days after the Effective Date (the “Outside Acquisition Date”), then either Lessor or the Lessor Assignee (on the one hand) or Lessee (on the other hand) may terminate this Lease by giving written notice to the other party on or before the date which is thirty (30) days after the Outside Acquisition Date.

  • If the Project Owner has been unable to acquire the Xxxx Tract on or before the Xxxx Outside Acquisition Date, Seller shall cause the Xxxx Contract to be assigned or terminated such that the Xxxx Contract will not create any liabilities on the Project Owner or 128Voss.

  • Prior to the Xxxx Outside Acquisition Date, Seller will not permit Project Owner to amend or revise the Xxxx Contract (other than extensions of closing (but not beyond the Xxxx Outside Acquisition Date)) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed.

  • The plans and specifications described in Exhibit C; provided, however, if the Xxxx Tract is not acquired by the Project Owner pursuant to the terms of the Xxxx Contract on or prior to the Xxxx Outside Acquisition Date, the plans and specifications applicable to only the Xxxx Tract and the Improvements contemplated to be constructed on the Xxxx Tract shall be disregarded.

  • Seller shall cause the Project Owner to use commercially reasonable efforts to acquire the Xxxx Tract prior to the Xxxx Outside Acquisition Date in accordance with the terms and provisions of the Xxxx Contract.

Related to Outside Acquisition Date

  • 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.

  • 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.

  • 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) under 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.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • 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.

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

  • 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.

  • 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.

  • 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:

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

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

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

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • 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);

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

  • 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.