Spectrum Acquisition definition

Spectrum Acquisition means the transactions resulting in the Acquisition of Spectrum Tracer Services, LLC, an Oklahoma limited liability company, by the US Borrower pursuant to a merger of Spartan Merger Sub, LLC, a Delaware limited liability company and wholly-owned Domestic Subsidiary of the US Borrower, with, and in to, Spectrum Tracer Services, LLC with Spectrum Tracer Services, LLC surviving, for Total Consideration of not more than $82,091,671.61.
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Spectrum Acquisition means the acquisition by APL Operating of the Spectrum Shares pursuant to the Spectrum Securities Purchase Agreement and the other documents delivered in connection therewith.
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Spectrum Acquisition means the acquisition by Insight of all of the issued and outstanding Equity Interests of Spectrum on the terms and conditions set forth in the Spectrum Acquisition Agreement.
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Examples of Spectrum Acquisition in a sentence

  • Ltd., herein referred to as (“Binary” or “Licensor”), a corporation organized under the laws of India with offices located at 0/00, Xxxx Xxxxx, 0xx Xxxx, XX Xxxxx, Xxxxxxxxxxxx Xxxx, Xxxxxxxxx 000 000, Xxxxx, and Binary Spectrum Acquisition, LLC herein referred to as (“Acquisition” or “Licensee”), an Illinois limited liability company, having an address of 00000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000.

  • Xxxxx Title: Executive Vice-President EXHIBIT A FORM OF INSTRUMENT OF ASSIGNMENT FOR LICENSES INSTRUMENT OF ASSIGNMENT (the "Instrument of Assignment"), dated as of _____________________, 200____, by and between Nextel Spectrum Acquisition Corp., a Delaware Corporation ("Assignor"), and Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Assignee").

  • Business Combinations Second Spectrum Acquisition On June 15, 2021, the Company acquired all outstanding equity interests in Second Spectrum, Inc (“Second Spectrum”) for a total consideration of $198.3 million including $115.0 million in cash and $83.3 million in equity, reflecting a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021.

  • See Record initial information about the acquisition and the objects acquired section of the Spectrum Acquisition and accessioning procedure.

  • Spectrum Acquisition Holdings (the "Corporation") is restating its historical financial statements for years ended December 31, 2008 and December 31, 2009 and quarter ended March 31, 2010and the related quarters of September 30, 2008, March 31, 2009, June 30, 2009, and September 30, 2009.

  • EMT Radio Frequency (RF) Spectrum Acquisition Strategy Technical Memorandum TM 300.03.

  • Xxxxx Title: Executive Vice-President EXHIBIT C FORM OF XXXX OF SALE THIS XXXX OF SALE (this "Xxxx of Sale") is made effective as of the______day of ____________, 200___, by Nextel Spectrum Acquisition Corp., a Delaware Corporation ("Grantor"), for the benefit of Clearwire Spectrum Holdings LLC, a Nevada limited liability company ("Grantee").

  • Spectrum Acquisition Holdings is executing a three-pronged strategy for growth.

  • This standard specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures.

  • The proceeds of the Loans shall be used (i) to refinance the Existing Debt and amounts required to be paid under SECTION 3.01(A)(II), (ii) to finance the costs and expenses associated with the Spectrum Acquisition, (iii) to refinance Debt of Spectrum Field Services, Inc.


More Definitions of Spectrum Acquisition

Spectrum Acquisition means the acquisition by the Borrower of -------------------- Spectrum pursuant to the Spectrum Acquisition Agreement with the proceeds of loans made to the Borrower under the Original Credit Agreement (364 Days).
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Spectrum Acquisition has the meaning specified in the Preliminary Statements.
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Spectrum Acquisition means the acquisition by APL Operating of the Spectrum Shares pursuant to the Spectrum Securities Purchase Agreement and the other documents delivered in connection therewith. Spectrum Securities Purchase Agreement means the Securities Purchase Agreement dated as of June 10, 2004, between APL Operating, as buyer, and Spectrum Field Services, Inc., a Delaware corporation, Energy Spectrum Partners II LP, a Delaware limited partnership, Energy Spectrum Partners III LP, a Delaware limited partnership, and each of the “Management Sellers” defined in and parties to the Spectrum Securities Purchase Agreement, as sellers.
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Spectrum Acquisition means the acquisition by APL Operating of the Spectrum Shares pursuant to the Spectrum Acquisition Documents. Spectrum Acquisition Documents means the Spectrum Securities Purchase Agreement and each other agreement, document and instrument executed and delivered by APL Operating or any other Obligor and any counterparty thereto in connection with APL Operating’s purchase of the Spectrum Shares. Spectrum Income Tax Obligation means the obligation for Taxes incurred by the Borrower or any Subsidiary in connection with the conversion by such Person from a corporation to a limited liability company upon consummation of the Spectrum Acquisition in an amount up to $40,000,000. Spectrum Securities Purchase Agreement means the Securities Purchase Agreement dated as of June 10, 2004, between APL Operating and the Spectrum Seller, with such amendments as may be satisfactory to the Administrative Agent. Spectrum Seller means, collectively, Spectrum Field Services, Inc., a Delaware corporation, Energy Spectrum Partners II LP, a Delaware limited partnership, Energy Spectrum Partners III LP, a Delaware limited partnership, and each of the “Management Sellers” defined in and parties to the Spectrum Securities Purchase Agreement. Spectrum Shares means the “Shares” defined in the Spectrum Securities Purchase Agreement. Subsidiary shall mean (i) any corporation of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or more of its Subsidiaries and (ii) any Special Entity. Taxes shall have the meaning assigned such term in Section 4.06(a). Term Loan means any Loan made under the Term Loan Facility. Term Loan Commitment means, for any Term Loan Lender, its obligation to make Term Loans as provided in Section 2.01(a)(ii) up to such Term Loan Lender’s Maximum Term Loan Amount. Term Loan Facility means the credit facility as described in and subject to the limitations set forth in Section 2.01(a)(ii) hereof. Term Loan Lenders means, collectively, on any date of determination, Lenders having Commitments under the Term Loan Facility or that are...
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Related to Spectrum Acquisition

  • 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.

  • 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.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an 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) in any other Person.

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

  • 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).

  • 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);

  • 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.

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

  • 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 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:

  • 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.

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

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

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

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

  • 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.

  • 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.

  • 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.

  • Acquisition Closing Date means the “Closing Date” as defined in 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.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • 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.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).