Permitted Acquisition Financing definition

Permitted Acquisition Financing means Indebtedness incurred by an Obligor in connection with an acquisition, merger or consolidation which is permitted under Section 6.5 and/or 6.9 (as applicable) of the ATSB Loan Agreements if and to the extent used (i) to refinance existing Indebtedness of the Person acquired or Indebtedness secured by the assets acquired or (ii) to pay consideration or related expenses in connection with such transaction.
Sample 1Sample 2Sample 3
Permitted Acquisition Financing means acquisition financing for acquisitions permitted under Section 7.1 made with the proceeds of Revolving Advances.
Sample 1Sample 2Sample 3
Permitted Acquisition Financing means Indebtedness incurred by an Obligor in connection with an acquisition, merger or consolidation which is permitted by Section 6.5 and/or Section 6.9 (as applicable) if and to the extent used (i) to refinance existing Indebtedness of the Person acquired or Indebtedness secured by the assets acquired or (ii) to pay consideration or related expenses in connection with such transaction; provided, however, that both immediately before and after giving effect thereto, (a) no Default or Event of Default shall have occurred and be continuing and (b) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants in Section 6.4.
Sample 1Sample 2

Examples of Permitted Acquisition Financing in a sentence

  • If Agent, on behalf of the Lenders, wishes to accept such offer, Agent shall so notify the Borrower within 10 calendar days of its receipt of the Permitted Acquisition Financing Notice (such 10 day period is referred to herein as the “Exclusivity Period”).


More Definitions of Permitted Acquisition Financing

Permitted Acquisition Financing means (a) Pari Passu Indebtedness (defined below) which meets the Acquisition Financing Criteria and which does not provide for maturity, under any circumstances, until following the maturity of the Debentures and (b) indebtedness that (i) is senior to the indebtedness evidenced by the Debentures, (ii) is issued to finance the acquisition of a conferencing services business which, on a pro forma basis after giving effect to the incurrence of such indebtedness, will provide the Company with an additional $100,000 per year in cash flow (a "CSB Acquisition"), and (iii) meets the Acquisition Financing Criteria; the "Acquisition Financing Criteria" with respect to indebtedness incurred to finance the acquisition by the Company of any business shall be satisfied if (i) on a pro forma historical basis (with respect to an acquisition that is not a CSB Acquisition), for the most recent 12-month period ended prior to the consummation of such acquisition, the Company's gross margin would have been greater than the actual gross margin of the Company for such prior 12-month period, (ii) on a pro forma projected basis, for the 12 month period commencing as of the consummation of such acquisition, the Company's (x) gross margin (with respect to an acquisition that is a CSB Acquisition) and earning per share would each be greater than the projected gross margin or earnings per share (with respect to any acquisition), as the case may be, of the Company for such future 12-month period in the absence of such acquisition and (y) operating expenses as a percentage of gross revenues would be less than projected operating expenses as a percentage of gross revenues for such future 12-month period in the absence of such acquisition, and (iii) such indebtedness does not cause the Company's debt to equity ratio to exceed 1:2, including as equity for these purposes any outstanding Debentures, in each case, with respect to the foregoing clauses (i) through (iii), as determined by the Board of Directors of the Company in good faith. Upon any replacement of LaSalle National Bank as senior lender, Purchasers agree to execute and deliver a subordination agreement with such replacement senior lender in substantially the same form as the Subordination Agreement. "Pari Passu Indebtedness" means indebtedness which shares equal priority as to payment and lien with the Purchasers' rights to payment and lien under the Debentures and the Security Agreement, pro rata, in the proportion that the pr...
Sample 1
Permitted Acquisition Financing means Indebtedness of a Real Estate Subsidiary incurred in connection with the acquisition by such Real Estate Subsidiary of the real property of a Target pursuant to a Permitted Acquisition; provided, however, that (i) the documentation evidencing any such Indebtedness shall not contain covenants more restrictive than those contained in this Agreement and shall be on terms and conditions otherwise acceptable to the Agent, provided that such documentation may contain a restriction on distributions by such Real Estate Subsidiary, (ii) such Indebtedness may be secured to the extent permitted pursuant to Section 6.7(d) and (iii) such Indebtedness shall be subject to an intercreditor agreement in form and substance and on terms and conditions acceptable to the Agent.
Sample 1
Permitted Acquisition Financing means Indebtedness incurred in connection with any Permitted Acquisition of a Target that has been designated as an Unrestricted Subsidiary, the proceeds of which are used to fund the purchase price thereof (together with any transaction costs and the refinancing of existing Indebtedness of such Target) so long as recourse to such Indebtedness is solely to such Target, the Equity Interests of such Target and/or the assets of such Target.
Sample 1
Permitted Acquisition Financing contained in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
Sample 1
Permitted Acquisition Financing means financing for, or the refinancing of, a portion of the purchase price of the CBI Acquisition consisting of either (a) Debt incurred by CBI or CBI Acquisition Subsidiary, which Debt may be incurred in connection with such Permitted Acquisition, or (b) a sale-leaseback transaction involving the sale for cash and for fair market value of assets of CBI and its Subsidiaries (and not any other assets of the Borrower and its Subsidiaries) with a fair market value not in excess of $22,000,000 and the lease of such assets by such Person for lease payments not exceeding $3,500,000 in any period of 12 consecutive months; provided, however, that (i) the Obligations in respect of the Permitted Acquisition Financing may not be guaranteed or otherwise supported by the Borrower or any of its Subsidiaries (other than the obligor in respect of such Permitted Acquisition Financing) unless such guarantee or other support obligation is subordinated to the 2 prior payment in full in cash of the Advances on, and is otherwise subject to, terms and provisions acceptable to the Agent and the Required Lenders, (ii) the Obligations in respect of the Permitted Acquisition Financing must be incurred, if at all, on or prior to December 31, 1996, and (iii) there may not be more than one Permitted Acquisition Financing during the term of this Agreement."
Sample 1

Related to Permitted Acquisition Financing

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

  • 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).

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Permitted Bid Acquisitions means share acquisitions made pursuant to a Permitted Bid or a Competing Bid.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

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

  • Qualified Securitization Financing means (a) any timeshare loan backed notes (such as Hilton Grand Vacations Trust 2013-A) and similar facilities, (b) any revolving non-recourse timeshare notes credit facility (such as the receivables loan agreement, dated May 9, 2013, among Hilton Grand Vacations Trust I LLC, Xxxxx Fargo Bank, National Association, as paying agent, a commercial paper conduit lender, Deutsche Bank AG New York Branch and Bank of America, N.A., as committed lenders and Deutsche Bank AG New York Branch, as administrative agent) and similar facilities and (c) any other Securitization Financing of a Securitization Subsidiary that meets the following conditions: (x) the board of directors of the Borrower shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary and (y) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower). The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

  • 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.

  • Securitization Financing means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

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