SPAC Acquisition definition

SPAC Acquisition means a merger of the Maker with or the acquisition of the Maker by a SPAC or its subsidiary, as a result of which such transaction, the stockholders of the Maker will own a majority of the equity securities of the SPAC.
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SPAC Acquisition means any merger, amalgamation, business combination or similar transaction between EGH or any of its respective Subsidiaries that owns, directly or indirectly, the same assets and Subsidiaries as EOC (or any newly formed direct or indirect parent thereof) and a “blank-check” company or special purpose acquisition company (i.e., a “SPAC”) that results in equity securities of such resulting entity being listed on the New York Stock Exchange, the Nasdaq Stock Market or any other established securities exchange or successor to the foregoing.
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SPAC Acquisition means a business combination transaction between Buyer and the Company (collectively and after giving effect to the Closing of the Interest Purchase), on the one hand, and a SPAC Acquirer, on the other hand, that results in the listing of shares of the SPAC Surviving Entity on a U.S. securities exchange.
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Examples of SPAC Acquisition in a sentence

  • The Sponsor agrees to (i) notify the Investor promptly upon receipt of any SPAC Acquisition Proposal by the Sponsor or the SPAC, and to describe the material terms and conditions of any such SPAC Acquisition Proposal in reasonable detail (including the identity of the Persons making such SPAC Acquisition Proposal) and (ii) keep the Investor reasonably informed on a current basis of any modifications to such offer or information.

  • According to the learned counsel for the plaintiff, as would be evident from the second part of clause 5.3, it applies only to a case where an individual carries construction after taking loan from the plaintiff and does not apply to a case where the construction is carried out by a third party such as Unitech in this case.

  • There will be no tuition, registration fee, or other charges for this even.

  • The Sponsor agrees to (A) notify the Company promptly upon receipt of any SPAC Acquisition Proposal by Riverview, and to describe the material terms and conditions of any such SPAC Acquisition Proposal in reasonable detail and (B) keep the Company reasonably informed on a current basis of any material modifications to such offer or information.

  • The parties to the SPAC Acquisition Agreement and the PIPE Financing Agreement shall be prepared to close the SPAC Transactions immediately after the Closing of the Interest Purchase under this Agreement, with all conditions to closing under such agreements satisfied or waived and executed counterparts to all documents and agreements required for consummation of the SPAC Transactions being held in escrow ready to be released immediately after the Closing.

  • The consummation of any business combination other than the proposed business combination under the Business Combination Agreement or the breach of any representations, warranties, covenants of any SPAC Acquisition Entities (as defined under the Business Combination Agreement) under the Business Combination Agreement.

  • Xxxxxxx, a natural person (“Xxxxxxx”), The RLJ Companies, LLC, a Delaware limited liability company (“RLJ Companies”), RLJ SPAC Acquisition LLC, a Delaware limited liability company (“RLJ SPAC” and, together with Xxxxxxx and RLJ Companies, the “Xxxxxxx Entities”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“DEH”) and AMC Digital Entertainment Holdings LLC, a Delaware limited liability company (“AMC DE”).

  • Any and all State or federal government rebates or incentives offered must be immediately passed on to the State.

  • From and after the date hereof, SPAC shall, and shall direct any of the Sponsors and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Group Companies, the Shareholders and their Representatives) with respect to a SPAC Acquisition Proposal.

  • While retaining the sacred right of final decision in all matters pertaining to the Bahá’í community, the Spiritual Assembly shall ever seek the advice and consultation of all members of the community, keep the community informed of all its affairs, and invite full and free discussion on the part of the community of all matters affecting the Faith.


More Definitions of SPAC Acquisition

SPAC Acquisition means any merger, amalgamation, business combination or similar transaction between the Company or any of its respective Subsidiaries that owns, directly or indirectly, the same assets and Subsidiaries as OpCo (or any newly formed direct or indirect parent thereof) and a “blank-check” company or special purpose acquisition company (i.e., a “SPAC”) that results in equity securities of such resulting entity being listed on the New York Stock Exchange, the Nasdaq Stock Market or any other established securities exchange or successor to the foregoing.
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SPAC Acquisition means that certain transaction consummated on the SPAC Closing Date pursuant to which JAWS Merger Sub LLC, a subsidiary of Parent (f/k/a Jaws Acquisition Corp.) merged with and into Holdings, with Holdings the surviving entity.
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SPAC Acquisition means a merger or other transaction or series of transactions in which the Equity Securities of the Company convert into or are exchanged for Equity Securities that are traded on the New York Stock Exchange, the Nasdaq Stock Market, or NYSE American, or that are convertible into such Equity Securities.
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Related to SPAC Acquisition

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% 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 35% 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 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

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

  • 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.

  • 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);

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

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

  • 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).

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

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

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

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

  • 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 means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:

  • 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Shares 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • 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.

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

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

  • 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 $750,000,000.