Permitted Acquisition Agreement definition
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.
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.
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.
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 Y▇▇▇▇▇’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.
Enter into any amendment, waiver or modification of any Permitted Acquisition Agreement, any documentation related to any subordinated Indebtedness or any related agreements without the written consent of Agent if such amendment, waiver or modification either (a) is adverse to the interests of Agent or the Lenders in any material respect or (b) increases compensation to Sponsor or its Affiliates.