San Xxxx Acquisition definition

San Xxxx Acquisition means the merger of Puerto Rico Acquisition Corp. into the Borrower and the purchase by the Borrower from AW of 20 MHZ of A Block PCS licenses covering the markets and pops set forth in Part D of Schedule I hereto together with related assets for consideration consisting of (x) approximately $95,000,000 in cash, (y) the assumption of the San Xxxx Assumed Liabilities and (z) reimbursement to AW of $3,200,000 of microwave clearing costs incurred by AW with respect to clearing other users from frequencies relevant to the licenses the Borrower is acquiring from AW; provided that, (i) such acquisition is consummated on terms and conditions satisfactory to the Administrative Agent, (ii) in connection therewith, certain of the Equity Participants or other investors reasonably acceptable to the Administrative Agent (the "San Xxxx Investors"), purchase or commit to purchase, on the terms set forth in the San Xxxx Purchase Agreement, from the Borrower Common Stock and preferred stock of the Borrower for cash consideration of at least $39,996,000 and (iii) in connection therewith, AW purchases from the Borrower Preferred Stock for cash consideration of at least $40,000,000.

San Xxxx Acquisition means the merger of Puerto Rico Acquisition -------------------- Corp. into the Borrower and the purchase by the Borrower from AW of 20 MHz of A Block PCS licenses covering the markets and pops set forth in Part D of Schedule I hereto together with related assets for approximately $55,000,000 in cash, $2,400,000 in additional Common Stock, and $37,500,000 in additional Preferred Stock; provided that, (i) such acquisition is consummated on terms and -------- conditions satisfactory to the Administrative Agent and (ii) in connection therewith, certain of the Equity Participants, or other investors reasonably acceptable to the Administrative Agent, purchase from the Borrower Common Stock and Preferred Stock for cash consideration of at least $39,700,000.

San Xxxx Acquisition means the merger of Puerto Rico -------------------- Acquisition Corp. into the Borrower and the purchase by the Borrower from AW of 20 MHz of A Block PCS licenses covering the markets and pops set forth in Part D of Schedule I hereto together with related assets for consideration consisting of (x) approximately $95,000,000 in cash, (y) the assumption of the San Xxxx Assumed Liabilities and (z) reimbursement to AW of $3,200,000 of microwave clearing costs incurred by AW with respect to clearing other users from frequencies relevant to the licenses the Borrower is acquiring from AW; provided -------- that, (i) such acquisition is consummated on terms and conditions satisfactory to the Administrative Agent, (ii) in connection therewith, certain of the Equity Participants or other investors reasonably acceptable to the Administrative Agent (the "San Xxxx Investors"), purchase or commit to purchase, on the terms set forth in the San Xxxx Purchase Agreement, from the Borrower Common Stock and Preferred Stock for cash consideration of at least $39,700,000 and (iii) in connection therewith, AW purchases from the Borrower Preferred Stock for cash consideration of at least $40,000,000."

Examples of San Xxxx Acquisition in a sentence

The amount of cash consideration received by the Borrower for the sale of its stock to Equity Participants other than AW in connection with (x) the San Xxxx Acquisition (if such acquisition occurs on or prior to the Closing Date) shall be at least $39,700,000 and (y) the THC San Diego Merger (if such merger occurs on or prior to the Closing Date) shall be at least $41,000,000.
Any (a) material default or breach by Xxxxxxxxxxxx or San Xxxx occurs under any PNM Agreement or (b) claim is made against any Borrower for (i) any obligation or liability of SJ Holdings, Newco or the Targets (including, but not limited to, the San Xxxx Acquisition Debt) or (ii) any obligation or liability of any Person associated with the San Xxxx Acquisition (including, but not limited to, any claim or demand arising under the BHP Indemnification Agreements).
Xxxxxx Title: President Robeez Logistics Inc., a Nevada Corporation By: Name: Title: Robeez US Holdings Inc., a Nevada Corporation By: Name: Title: Robeez U.S., Inc., a Washington Corporation By: Name: Title: San Xxxx Acquisition Corp., a Massachusetts Corporation By: Name: Xxxxxxx X.
No Borrower has any obligation or liability (i) for any of the San Xxxx Acquisition Debt or (ii) to any other Person for liabilities or obligations of SJ Holdings or San Xxxx, CHICAGO/#2796156.9 except in connection with the PNM Agreements and the BHP Indemnification Agreements.

More Definitions of San Xxxx Acquisition

San Xxxx Acquisition means the acquisition of certain Oil and Gas Properties pursuant to the terms and conditions of the San Xxxx Acquisition Documents.

San Xxxx Acquisition means the purchase by SJ Holdings of the equity interests of San Xxxx.

Related to San Xxxx Acquisition

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.
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.
Qualifying Acquisition has the meaning specified in Section 5.03.
date of acquisition means the date of acquisition required for accounting purposes;
Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.
Target Acquisition means the Borrower’s acquisition of, directly or indirectly, all of the outstanding Capital Stock of the Target pursuant to a Scheme or Offer.
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) of any other Person.
Company Acquisition Transaction means any transaction or series of transactions involving:
Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.
Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:
Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.
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);
Business Acquisition means the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person.
Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the value of the capital stock, warrants or options to acquire capital stock of Borrower or any Subsidiary to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Debt incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (vi) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition, and (vii) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (A) the capital stock of the Borrower shall be valued (I) in the case of capital stock that is then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (II) with respect to any other shares of capital stock, as determined by the Board of Directors of the Borrower and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), (B) the capital stock of any Subsidiary shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.
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).
Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).
Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $450,000,000.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
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.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
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.
Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.
Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;
Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.
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.
Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.