Restricted Acquisition definition
Restricted Acquisition means any acquisition, whether in a single transaction or series of related transactions, by the Borrower or any one or more of its Subsidiaries, or any combination thereof, of (i) all or a substantial part of the assets, or all or any substantial part of a going business or division, of any Person, whether through purchase of assets or securities, by merger or otherwise, (ii) control of securities of an existing corporation or other Person having ordinary voting power (apart from rights accruing under special circumstances) to elect a majority of the board of directors of such corporation or other Person or (iii) control of a greater than 50% ownership interest in any existing partnership, joint venture or other Person).
Restricted Acquisition an acquisition (by purchase or otherwise) by the Parent Borrower or any Restricted Subsidiary of all the business, or assets constituting a business unit, of any Person, or any Investment by the Parent Borrower or any Restricted Subsidiary in the Capital Stock of any Person that prior thereto was not an Affiliate of the Parent Borrower and that thereby becomes a Restricted Subsidiary (any such Person, an “Acquired Person”), other than any such acquisition or Investment so long as:
Restricted Acquisition means any acquisition, whether in a single transaction or series of related transactions, by the Borrower or any one or more of its Subsidiaries, or any combination thereof, of (i) all or a substantial part of the assets, or all or any substantial part of a going business or division, of any Person, whether through purchase of assets or securities, by merger or otherwise, (ii) control of securities of an existing corporation or other Person having ordinary voting power (apart from rights accruing under special circumstances) to elect a majority of the board of directors (or other persons performing similar functions) of such corporation or other Person or (iii) control of a greater than 50% ownership interest in any existing partnership, joint venture or other Person.
Examples of Restricted Acquisition in a sentence
Consolidated EBITDA shall be calculated on a pro forma basis to give effect to any proposed acquisition of a Restricted Acquisition Target by RemainCo or SpinCo, as the case may be, as if such acquisition had been effected on the first day of such period.
For so long as any Restricted Acquisition Account is open, the applicable Credit Party shall direct Wachovia Bank National Association and Regions Bank, as the case may be, to deliver monthly account statements to the Agent, which such statements shall be sent electronically, if available.
For purposes of this Section 6.18, an entity or group of assets shall be deemed to be "primarily involved in" the Restricted Acquisition Activity if it derives 75% or more of its gross revenues (measured for the prior twelve month period ending on the date of such transaction) from such Restricted Acquisition Activity.
In the event that any Person (other than a Restricted Acquisition Subsidiary or a Subsidiary that has incurred Indebtedness permitted under subsection 7.1(xi)(b)) becomes a Domestic Subsidiary after the Closing Date, Company will promptly notify each Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Collateral Agent a counterpart of the Subsidiary Guaranty.
Upon the expiration of each Account Grace Period, the Borrowers shall either (i) close the applicable Restricted Acquisition Account, have all deposits from customers of Pure Solutions, Plum Rhino and TWC Acquisition Sub, as applicable, instead be delivered directly to account no.
More Definitions of Restricted Acquisition
Restricted Acquisition means the acquisition, whether by one or a series of transactions, (including, without limitation, by purchase, subscription or otherwise) of all or any part of the share capital or equivalent of any company or other person (including, without limitation, any partnership or joint venture) or any asset or assets of any company or other person (including, without limitation, any partnership or joint venture) constituting a business or separate line of business of that company or other person.
Restricted Acquisition means each acquisition by a member of the Group described in clause 12.2.8;
Restricted Acquisition means any acquisition, whether in a single transaction or series of related transactions, by the Borrower or any one or more of its Subsidiaries, or any combination thereof, of (i) all or a substantial part of the assets, or all or any substantial part of a going business or division, of any Person, whether through purchase of assets or securities, by merger or otherwise, (ii) control of securities of an existing corporation or other Person having ordinary voting power (apart from rights accruing under special circumstances) to elect a majority of the board of directors (or other persons performing similar functions) of such corporation or other Person or (iii) control of a greater than 50% ownership interest in any existing partnership, joint venture or other Person, but in each case excluding (A) acquisitions of, or from, Subsidiaries and (B) acquisitions of Securitization Assets.
Restricted Acquisition means (i) the acquisition by Executive of any leasehold working interest, mineral interest or other interest in oil, gas or other minerals (“Subject Interest”) within two (2) miles of any Group Company Interest (as defined below); or (ii) the acquisition by any entity controlled by Executive of any Subject Interest within two (2) miles of any Group Company Interest. For purposes of this Agreement, “Group Company Interest” means any Subject Interest owned by any of the Group Companies as of May 15, 2013.
Restricted Acquisition means any acquisition (other than the Acquisitions), whether in a single transaction or series of related transactions, by the US Borrower or any one or more of its Subsidiaries, or any combination thereof; of(i) all or a substantial part of the assets, or all or any substantial part of a going business or division, of any Person, whether through purchase of assets or securities, by merger or otherwise, (ii) control of securities of an existing corporation or other Person having ordinary voting power (apart from rights accruing under special circumstances) to elect a majority of the board of directors of such corporation or other Person or (iii) control of a greater than 50% ownership interest in any existing partnership, joint venture or other Person.
Restricted Acquisition means (A) a merger, reorganization, share exchange, consolidation, or similar transaction involving Parent or any of its Subsidiaries and any Restricted Person (as defined below), (B) any purchase of all or a substantial portion of the assets of a Restricted Person or any division or unit thereof by Parent or any of its Subsidiaries, (C) any purchase of, or tender or exchange offer for, more than 20% of the outstanding equity securities of any Restricted Person by Parent or any of its Subsidiaries, or (D) any other transaction similar in nature to the foregoing with a Restricted Person that would otherwise be subject to any Regulatory Law, (y) "Restricted Acquisition Agreement" shall mean any memorandum of understanding, agreement in principle, letter of intent, contract or agreement (whether written or oral) related to a Restricted Acquisition and (z) "Restricted Person" shall mean any person described in Schedule 5.4(f) hereof.
Restricted Acquisition means and include (i) any acquisition, on a going concern basis (whether by purchase, lease or otherwise) of any real property, personal property and/or business operated by any Person who is not a Domestic Subsidiary of the Borrower, and (ii) any acquisition (by stock purchase, merger or otherwise) of a majority of the outstanding equity or other similar interests in any such Person, which, as to any transaction described in either (i) or (ii), after giving effect thereto, would cause the Borrower or any of its Subsidiaries to engage in any business, the general nature of which would be substantially different from the general nature of the respective businesses engaged in by the Borrower and its Subsidiaries on the date hereof; provided, however, that the Borrower's (or a Subsidiary Guarantor's) acquisition of MTD's Automotive Group pursuant to the Purchase Agreement shall not be deemed to be a Restricted Acquisition.