Special Acquisition definition

Special Acquisition has the meaning set forth in the LLC Agreement.
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Special Acquisition is defined in clause (a)(i) of the definition of "Permitted Acquisition.""
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Special Acquisition means an acquisition by Company or a Malara Entity permitted by Section 6.8(f); provided that the total acquisition consideration (ixxxxxxng related fees and expenses and assumed funded Indebtedness but excluding any other assumed liabilities) of the acquired business is not in excess of nine times the increase in Broadcast Cash Flow of the Company resulting from such acquisition, such increase in Broadcast Cash Flow to be determined by the Company in good faith on a pro forma basis for the most recent twelve month period for which unaudited financial statements are available after giving effect to incremental revenue or expense and cost reductions determined in good faith by the Company to be reasonably achievable during the four Fiscal Quarter period succeeding such acquisition, such calculation to be reasonably acceptable to Administrative Agent; provided further that the aggregate of the total acquisition consideration as described above for all Special Acquisitions shall not to exceed $10,000,000 “Subject Transaction” as defined in Section 6.7(i).
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Examples of Special Acquisition in a sentence

  • The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Xxxxxxxx Special Acquisition Corp., a Delaware corporation” and replacing it with “Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada”.

  • The name of the Company is Electrum Special Acquisition Corporation.

  • If the Company is required to redeem the Notes pursuant to the Special Acquisition Redemption, it will cause the notice of Special Acquisition Redemption to be delivered to each registered Holder of such Notes, with a copy to the Trustee, within five Business Days after the occurrence of the event that requires the Company to redeem.

  • If, during the Earnout Period, there is (a) a Sale of the Georgia Business, (b) a Purchaser Acquisition or (c) a Special Acquisition, then, not later than the closing date of such transaction, the Purchaser shall pay the Liquidated Earnout Amount in cash by wire transfer of immediately available funds to one or more bank accounts designated by the Seller Representative, whereupon this Agreement (and all rights and obligations of the parties hereto) shall terminate.

  • Appendix BB of the AFARS contains questions in the following areas: Management of the Acquisition Function, Presolicitation, Solicitation, Evaluation and Award, Contract Administration and Special Acquisition Situations and Requirements.

  • The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____________ shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Anzu Special Acquisition Corp I (the “Company”) in the amount of $____________ in accordance with the terms hereof.

  • In connection with the Annual Report of Pacific Special Acquisition Corp.

  • Any notice or communication under this Agreement must be addressed, if to the Company, to: Anzu Special Acquisition Corp I, 10000 Xxxx Xxxxx Xxxx, Xxxxx 000, Xxxxx, XX 00000, Attention: Wxxxxxx Xxxxxx-Xxxxx, Chief Executive Officer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records.

  • To the extent Acquired EBITDA in any calendar year is greater than or less than the Acquired EBITDA Target, the Board may adjust the amount of the Special Acquisition Bonus in its discretion.

  • In addition, the Borrower will not, and will not permit any other Subsidiary to, create, incur, assume or permit to exist any secured Indebtedness of Allied or Allied’s subsidiaries, except for Allied Secured Indebtedness that is assumed or incurred on or prior to the date of the Acquisition by a Special Acquisition Subsidiary or that would be permitted under this Section 6.01(g) above.


More Definitions of Special Acquisition

Special Acquisition means any transaction or series of transactions pursuant to which Purchaser, or any Affiliate of Purchaser or any “group” (as such term is defined in Section 13(d) of the Exchange Act) that includes Purchaser or any of its Affiliates, acquires (A) 50% or more of the outstanding equity or voting securities of any Person to be mutually agreed by the Purchaser and Seller, or of any of such Person’s Subsidiaries representing indirect ownership of more than 50% of the consolidated assets of such Person and its Subsidiaries (whether by merger, consolidation, reorganization, combination, sale, transfer or otherwise) or (B) all or a majority of such Person’s and its Subsidiaries’ assets determined on a consolidated basis.
Sample 1
Special Acquisition means a Permitted Acquisition for which the amount of Revolving Credit Loans requested by the Borrower exceeds $5,000,000.00 or which results in the Commitment or the Loans made hereunder being classified as a Highly Leveraged Transaction and which also meets each of the following criteria:
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Related to Special 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);

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

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

  • 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).

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

  • 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.

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

  • 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.

  • 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 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).

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

  • 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.

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

  • Asset Acquisition means (a) an Investment by the Company, the Issuer or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company, the Issuer or any Restricted Subsidiary or (b) the acquisition by the Company, the Issuer or any Restricted Subsidiary of the assets of any Person, which constitute all or substantially all of the assets or of an operating unit or line of business of such Person or which is otherwise outside the ordinary course of business.

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

  • 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.

  • Share 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.

  • 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: