PNG Acquisition definition

PNG Acquisition means the acquisition by the Company of the PNG Acquired Company pursuant to the PNG Purchase Agreement, in accordance with which the Company will acquire of all of the issued and outstanding limited liability company membership interests of the PNG Acquired Company.
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PNG Acquisition means the "PNG Acquisition" as such term is defined in --------------- the Supremex Credit Agreement.
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Examples of PNG Acquisition in a sentence

  • All references herein to the Company and the Subsidiaries on the PNG Acquisition Closing Date shall be deemed to be references to such Persons, and all the representations and warranties of the Company contained in this Agreement or any other Loan Document shall be deemed, on the PNG Acquisition Closing Date to be made, in each case, after giving effect to the PNG Acquisition and the other Transactions to occur on the PNG Acquisition Closing Date, unless the context otherwise expressly requires.

  • Each such telephonic and written Borrowing Request shall be irrevocable (except that the Borrowing Request for a Tranche 2 Borrowing may be conditioned on the consummation of the PNG Acquisition and may be revoked, prior to 1:00 p.m. New York City time, on the date of the proposed Borrowing, if such condition is not satisfied) and shall be made (or, if telephonic, confirmed promptly) by hand delivery or fax to the Administrative Agent of an executed written Borrowing Request.

  • The council is host to the arrangement however the two parties account for their own share of the pool's income, expenditure, assets and liabilities in line with the agreement and in line with respective commissioning responsibilities.

  • Figure 3-1.Representative FPLC traces of micelles conjugated with F379.peptide before and after purification with Sephadex® G75 columns.

  • It appealed to UNAIDS Co-sponsors and the Secretariat to increase their support, especially in relation to resource mobilisation and coordination, and strengthening of newly created National AIDS commissions and agencies, and to intensify their activities in access to care and treatment, as well as prevention among young people.

  • Mail-Well and the Borrower have delivered (or will deliver, with respect to the Related Transactions Documents relating to the PNG Acquisition then being consummated) to the Agent complete and correct copies of all such Related Transactions Documents, including all schedules and exhibits thereto.

  • From and after the PNG Acquisition Closing Date, the Consolidated Tangible Assets as of any date prior to the PNG Acquisition Closing Date shall be determined on a Pro Forma Basis to give Pro Forma Effect to the PNG Acquisition and the other Transactions to occur on the PNG Acquisition Closing Date.

  • At the time of and upon giving effect to the initial Tranche 2 Borrowing and the application of the proceeds thereof on the PNG Acquisition Closing Date (and after giving effect to the other Transactions), there shall not exist any Event of Default under Section 7.01(a) or 7.01(b) (in each case, solely in respect of amounts payable in respect of the Tranche 2 Commitments or Tranche 2 Loans) or Section 7.01(h) or 7.01(i) (in each case, solely in respect of the Company).

  • The PNG Acquisition shall have been (or, substantially concurrently with the initial Tranche 2 Borrowing, shall be) consummated in all material respects in accordance with the terms of the PNG Purchase Agreement.

  • No rights of cancellation or rescission and, to the knowledge of the Loan Parties, no defaults or defenses exist (or will exist, with respect to the Related Transactions Documents relating to the PNG Acquisition then being consummated) with respect to any of such Related Transactions Documents.

Related to PNG Acquisition

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) 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 fifty percent (50%) 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 fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • 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.

  • 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.

  • 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.

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

  • 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:

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

  • 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.

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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).

  • 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.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • 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.

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

  • 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.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

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

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

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

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

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