Specified Acquisition Agreements definition

Specified Acquisition Agreements means the Europe Acquisition Agreement and the Latam Acquisition Agreement. “Specified Acquisition Agreement” shall mean the Europe Acquisition Agreement or the Latam Acquisition Agreement.
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Specified Acquisition Agreements means, collectively: (a) that certain Agreement and Plan of Merger, dated as of September 3, 2004 (the “Merger Agreement”), by and among the Borrower, Opus Merger Corporation Sub, Opus Merger LLC Sub, Opus, and for purposes of Articles 3, 8 and 11 of such agreement, Xxxxx X. Xxxx and Xxxxxx X. Xxx, as the Shareholders’ Agents (as defined therein), filed by the Borrower as an exhibit to the Borrower’s Form 8-K filed with the SEC on September 3, 2004; and (b) the other agreements, documents and instruments required to be entered into in connection with the Merger Agreement on or before the Merger (as defined in the Merger Agreement).
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Specified Acquisition Agreements means, collectively: (a) that certain Agreement and Plan of Merger, dated as of October 23, 2003, by and among the Borrower, Alpha Merger Sub and MDA, filed by the Borrower as an exhibit to the Borrower’s Form 8-K filed with the SEC on October 31, 2003; and (b) the CVR Agreement, the Distribution Agreement and the Support Agreements (as each of such terms is defined in such Agreement and Plan of Merger).
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Examples of Specified Acquisition Agreements in a sentence

  • Promptly following receipt, copies of any material notices (including notices of default or acceleration) received (a) from any holder or trustee of, under or with respect to any Subordinated Debt, (b) any Material Contract, or (c) in connection with the Specified Acquisition Agreements or the Specified Acquisition Transactions.

  • Not, and not permit any Loan Party or Subsidiary thereof to, amend or otherwise modify, or waive any rights under any provision of (a) any of the Specified Acquisition Agreements, (b) any document governing any Subordinated Debt, except, in the case of this clause (b), to the extent permitted under the related Subordination Agreement), or (c) without the prior written consent of the Administrative Agent, the Faktos/Facultas Trust Documents.


More Definitions of Specified Acquisition Agreements

Specified Acquisition Agreements means, collectively (a) the Specified Acquisition Purchase Agreement, and (b) together with all related documents, including exhibits, annexes and schedules, and any amendments, modifications and supplements thereto.
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Specified Acquisition Agreements means those agreements entered on or around March 12, 2021 (i) by and between the Borrower, GNRS NV Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company, Shango Holdings Inc. a Nevada corporation (“Shango”), and Xxxx Xxxxxxx, solely in his capacity as the representative of Shango’s selling securityholders and (ii) by and between the Company, Futureworks Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and Futureworks LLC, a Colorado limited liability company (“Futureworks”).
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Specified Acquisition Agreements means the definitive agreement(s) providing for the Project FE Acquisition or the Project Caviar Acquisition (as applicable) by and among Project FE or Project Caviar (or their respective shareholders) (as applicable) and the Borrower(s) and its subsidiaries (if any) party thereto.
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Specified Acquisition Agreements means those agreements entered on or around March 12, 2021 (i) by and between the Borrower, GNRS NV Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company, Shango Holdings Inc. a Nevada corporation (“Shango”), and Gary Rexroad, solely in his capacity as the representative of Shango’s selling securityholders and (ii) by and between the Company, Futureworks Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and Futureworks LLC, a Colorado limited liability company (“Futureworks”).
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Related to Specified Acquisition Agreements

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • 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.

  • 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.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • 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.

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

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

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

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • 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:

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

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

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • 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:

  • 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.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • 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 Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Investment Agreements has the meaning set forth in the Recitals.

  • 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.

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

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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