Permitted Acquisition Agreement definition

Permitted Acquisition Agreement means each stock purchase agreement, asset purchase agreement or similar agreement entered into by the Parent Borrower or any Restricted Subsidiary in connection with any Permitted Acquisition, in each case as amended, supplemented or otherwise modified from time to time.

Permitted Acquisition Agreement means any purchase agreement, amalgamation agreement or merger agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

Permitted Acquisition Agreement means an agreement, arrangement or understanding entered into by a Party to implement, pursue or support a Superior Proposal, which:

Examples of Permitted Acquisition Agreement in a sentence

• Use commercially reasonable efforts to enforce all of its material rights under any Acquisition Agreement or any Permitted Acquisition Agreement, as applicable, and any indemnification agreement executed in connection therewith including, but not limited to, all indemnification rights and use commercially reasonable efforts to pursue all remedies available to it with diligence and in good faith in connection with the enforcement of any such rights.

• In addition, each Party hereby agrees that any Permitted Acquisition Agreement entered into in accordance with Section 5.4(a) shall in all instances satisfy each of the criteria of a Permitted Acquisition Agreement and such Party shall not amend, waive or otherwise vary any of the provisions of such Permitted Acquisition Agreement in a manner which would be inconsistent with each of the criteria of a Permitted Acquisition Agreement.

• During such five business day period, the Party subject to such Superior Proposal agrees not to recommend such Superior Proposal or accept, approve or enter into a Permitted Acquisition Agreement in respect of such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not withdraw, modify, qualify or change its recommendation in Section 2.2(a) or Section 2.3(a), as applicable.

• If the Gold Fields Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Gold Fields Acquisition Proposal remains a Gold Fields Superior Proposal and therefore rejects Yxxxxx’s offer to amend this Agreement and the Arrangement, if any, Gold Fields may, subject to compliance with the other provisions hereof, make a Gold Fields Change in Recommendation and/or enter into a Permitted Acquisition Agreement.

• It is agreed and understood that no purchase price or similar adjustment provisions set forth in the Specified Permitted Acquisition Agreement shall constitute any decrease or increase in the merger consideration.

More Definitions of Permitted Acquisition Agreement

Permitted Acquisition Agreement means each stock purchase agreement, asset purchase agreement or other agreement entered into by the Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, in each case as amended, supplemented or otherwise modified from time to time.

Permitted Acquisition Agreement means an agreement, arrangement or understanding entered into by a Party to implement, pursue or support a Yamana Superior Proposal or a Gold Fields Superior Proposal, as applicable, which:

Permitted Acquisition Agreement means a purchase agreement in relation to a Permitted Acquisition in an agreed form between the Purchaser and a Vendor together with all schedules, exhibits and attachments to such agreement (including without limitation, the tax deed).

Permitted Acquisition Agreement means an agreement, arrangement or understanding entered into by CFCL prior to the approval by the CFCL Shareholders to implement, pursue or support a Superior Proposal, as permitted under the circumstances specified in the Arrangement Agreement;

Permitted Acquisition Agreement means, an agreement, arrangement or understanding entered into by CFCL prior to the approval by the CFCL Shareholders of the CFCL Arrangement Resolutions to implement, pursue or support a Superior Proposal, which:

Permitted Acquisition Agreement means an agreement, arrangement or understanding entered into by a Party to implement, pursue or support a Yamana Superior Proposal or a Gold Fields Superior Proposal, as applicable, which: (a) other than in respect of the requirement for such Party to make a Yamana Change in Recommendation or a Gold Fields Change in Recommendation, as applicable, as provided in Section 5.8(a) and Section 5.9(a), as applicable, all obligations of Yamana or Gold Fields, as applicable, (other than confidentiality and standstill obligations) contained in the agreement, arrangement or understanding are effective only following the satisfaction of a condition precedent that: (i) in the case of an agreement, arrangement or understanding entered into by Xxxxxx, the Arrangement Resolution shall have failed to receive the Yamana Shareholder Approval at the Yamana Meeting (including any adjournments or postponements thereof) in accordance with the Interim Order; or (ii) in the case of an agreement, arrangement or understanding entered into by Gold Fields, the Gold Fields Resolutions shall have failed to receive the Gold Fields Shareholder Approval at the Gold Fields Meeting (including any adjournments or postponements thereof); (b) other than as required by Law prior to the satisfaction of the applicable condition precedent referred to in clause (a) above, does not require or permit such Party to take any further steps in respect of the Yamana Superior Proposal or Gold Fields Superior Proposal, as applicable, including any filing or notice to any Governmental Entity, until the applicable condition precedent referred to in clause (a) above has been satisfied; (c) terminates automatically in accordance with its terms, and is of no further force or effect, immediately upon the failure of the applicable condition precedent referred to in clause (a) above to be satisfied; (d) does not contain any provisions providing for the payment of any amount or the taking of any other action by such Party as a result of the completion of the transactions contemplated by this Agreement or the failure to satisfy the applicable condition precedent referred to in clause (a) above; and (e) other than in respect of the ability of such Party to make a Yamana Change in Recommendation or a Gold Fields Change in Recommendation, as applicable, upon the entering into of the agreement, arrangement or understanding as provided in Section 5.8(a) and Section 5.9(a), as applicable, such agreement, arrangement or und...

Permitted Acquisition Agreement any agreement of merger, purchase or acquisition relating to a Permitted Acquisition.