Summit Acquisition definition

Summit Acquisition means the acquisition by the Borrower of Summit Financial Services Group, Inc. (“Summit”) pursuant to that certain Agreement and Plan of Merger by and among the Borrower, Dolphin Acquisition, LLC and Summit, dated as of November 16, 2013, as amended by that First Amendment to Agreement and Plan of Merger, dated as of March 17, 2014 (as may be further amended, modified or waived in a manner that is not materially adverse to the interests of the Lenders, the “Summit Acquisition Agreement”).
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Summit Acquisition means any transaction or series of transactions involving (i) any merger, consolidation or similar business combination in which stockholders of Summit immediately prior to the transaction hold less than 50% of the outstanding capital stock of the surviving entity, or any sale of substantial assets (including without limitation capital stock of subsidiaries) having a fair market value in excess of 50% of the fair market value of all the assets of Summit and its subsidiaries immediately prior to such transaction (or series of transactions) or similar transaction involving Summit or any of its material subsidiaries, (ii) any sale by Summit of any shares of capital stock of Summit which would, upon issuance, represent more than 50% of the outstanding shares of capital stock of Summit, other than in an underwritten public offering or private placement in which no entity or group obtained a majority of the stock thus sold, or (iii) the acquisition (including without limitation by way of a tender offer or an exchange offer) by any person or "group," as "group" is defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder, of beneficial ownership or a right to acquire beneficial ownership of, 50% or more of the then outstanding shares of capital stock of Summit; or the formation of any "group" that, as of the time of formation, owns such stock or such rights. (d) Payment of the fees described in Section 7.3(b) and Section 7.3(c) above shall not be in lieu of damages incurred in the event of breach of this Agreement.
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Summit Acquisition means (i) the merger of Summit Properties, Inc., a Maryland corporation with and into Camden Summit, Inc., a Delaware corporation and (ii) the conversion of limited partnership interests in Summit Properties Partnership, L.P. into limited partnership interests in Camden Summit Partnership, L.P. Table of Contents
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Examples of Summit Acquisition in a sentence

  • Summit and OrCAD will consult with each other, and to the extent practicable, agree, before issuing any press release or otherwise making any public statement with respect to the Merger, this Agreement, an OrCAD Acquisition Proposal or a Summit Acquisition Proposal, and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or any listing agreement with a national securities exchange or the Nasdaq National Market System.

  • In addition, notwithstanding the provisions of Section 5.5(a) above or any other provisions of this Agreement, in connection with a possible Summit Acquisition Proposal, Summit may refer any third party to this Section 5.5 or make a copy of this Section 5.5 available to a third party.

  • On November 10, 1998, the parties to this Agreement entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Westower Summit Acquisition, LLC, a Mississippi limited liability company and wholly owned subsidiary of the Company ("Sub"), was merged with and into Summit Communications, LLC, a Mississippi limited liability company.

  • In agencies/departments which are not identified by the Executive Office as constrained in budget to an extent to warrant voluntary furloughs, the employees of such agency/department are not eligible to be granted a voluntary furlough.

  • Summit will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Summit Acquisition Proposal.

  • Project Expenditures Acquisition and exploration expenditures during the year ended September 30, 2015 were as follows: Mount JamieRowanRed Summit Acquisition and exploration expenditures during the year ended September 30, 2014 were as follows: Mount JamieRowanRed Summit SELECTED FINANCIAL INFORMATION The following table shows selected financial information related to the Company for the periods indicated.

  • Project Expenditures Acquisition and exploration expenditures during the year ended September 30, 2014 were as follows: Mount JamieRowanRed Summit Acquisition and exploration expenditures during the year ended September 30, 2013 were as follows: Mount JamieRowanRed SummitSELECTED QUARTERLY INFORMATION The following tables show selected financial information related to the Company for the periods indicated.

  • While identi- fying the deviation pattern, the first deviation of the chosen trace should be inspected and then the subsequent deviations should be inspected.

  • The names of each corporation to be merged are Westower ---------- Summit Acquisition, LLC, a Mississippi limited liability company ("Sub"), and Summit Communications, LLC, a Mississippi limited liability company ("Summit").

  • Consolidated Net Worth shall not at any time be less than the sum of (a) $1.2 billion prior to consummation of the Summit Acquisition and $1.8 billion after consummation of the Summit Acquisition, plus (b) an amount equal to eighty percent (80%) of the amount of any proceeds (less reasonable and customary transaction costs) received by Borrower or any Consolidated Subsidiary from any Equity Offering.


More Definitions of Summit Acquisition

Summit Acquisition means the acquisition described in Section 8.13. "TANGIBLE NET WORTH" shall mean, as at any date, the sum of the following for the Borrower and its Consolidated Subsidiaries determined (without duplication) in accordance with GAAP: (i) the amount of preferred stock and common stock at par plus the amount of the additional paid in capital of the Borrower, PLUS (ii) the retained earnings (or, in the case of a retained earnings deficit, MINUS the amount of such deficit), MINUS
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Summit Acquisition means the acquisition of substantially all the assets of Summit by Colabor for the Purchase Price of$115.0 million plus the amount of certain assumed liabilities, as described in the Asset Sale Agreement; “Tax Act” means the Income Tax Act (Canada);
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Summit Acquisition means the acquisition by Colabor of substantially all the assets of Summit Food Service Distributors Inc. from Cara;
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Summit Acquisition means the acquisition by Booth Creek Ski Holdings, Inc. of the Acquired Summit Businesses pursuant to the Summit Acquisition Documents.
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Related to Summit Acquisition

  • 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);

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

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

  • 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.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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:

  • 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.

  • 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 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.

  • 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.

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

  • 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.

  • 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.

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

  • Acquisition Closing Date means the “Closing Date” as defined in 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 $450,000,000.

  • 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.

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

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

  • 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.

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

  • 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.

  • 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 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.