Sunshine Acquisition definition

Sunshine Acquisition means the acquisition by SFX, consummated in June 1997, of Sunshine Promotions, Inc. a concert promotion company, and certain affiliated entities (collectively "Sunshine"). As such, historical operating results for Sunshine Promotions have been added to SFX, as reported amounts for the year ending December 31, 1996 and from January 1, 1997 through June 1, 1997.
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Sunshine Acquisition means the acquisition of the issued shares of Sunquest Information Systems, Inc. (including any shares of (and American Depositary Shares representing shares of) Sunquest Information Systems, Inc. issued or to be issued whilst the Offer to purchase the shares remains open) and the subsequent merger of a Subsidiary of the Original Borrower with and into Sunquest Information Systems, Inc.
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Sunshine Acquisition means the acquisition of all the Equity Interests of the Sunshine Entities by Thryv Ausco pursuant to the Sunshine Acquisition Agreement. “Sunshine Acquisition Agreement” means that certain Share Purchase Agreement, dated prior to the Closing Date and relating to the Sunshine Acquisition, together with all exhibits and schedules thereto and all agreements expressly contemplated thereby. “Sunshine Entities” means collectively, (i) Sensi Holdings Limited (UK), a private limited company incorporated under the laws of England and Wales, (ii) Thryv Australia Pty Ltd ACN 007 423 912 (formerly known as Sensis Pty Ltd), (iii) Australian Local Search Pty Limited ACN 109 826 351, and (iv) Life Events Media Pty Limited ACN 118 014 298. “Supermajority Lenders” means, at any time, Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders and (ii) at any time there are fewer than three (3) Lenders (with any Lender and its Affiliates being counted as one Lender for purposes of this definition), Supermajority Lenders shall mean all Lenders. “Supported QFC” has the meaning specified therefor in Section 17.18 of the Agreement. “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. “Swing Lender” means Citizens or any other Lender that, at the request of Xxxxxxxxx and with the consent of Administrative Agent agrees, in such Xxxxxx’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement. “Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement. “Swing Loan Exposure” means, as of any date of determination with respect to any Lender, such Xxxxxx’s Pro Rata Share of the Swing Loans on such date. “Swing Loan Notice” means a notice of a Swing Loan Borrowing pursuant to Section 2.3(b), which, if in writing, shall be substantially in the form of Exhibit F. “Swing Loan Sublimit” means $6,500,000. The Swing Loan Sublimit is a sublimit of the Revolver Commitments. “Syndication Agent” has the meaning specified therefor in the Preamble of the Agreement. “Tax Group” has the meaning specified therefor in Section 6.7(a)(vii)(A) of the Agreement. “Tax Lender” has the meaning specified theref...
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Examples of Sunshine Acquisition in a sentence

  • All notices hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.4): if to Parent or Merger Co: Sunshine Acquisition Corp.

  • All notices hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02): if to Parent or Merger Co: Sunshine Acquisition Corp.

  • Delaware 5999 Center Drive, Los Angeles, California 90045 2100620 Corporation 74-2430439 Station Works, LLC Delaware 5999 Center Drive, Los Angeles, California 90045 3391859 Limited Liability Company Sunshine Acquisition Corp.

  • Entry into a Material Definitive Agreement.On December 8, 2021, Sunshine Acquisition Sub Corp., a wholly owned subsidiary (“Acquisition Sub”) of Mister Car Wash, Inc.

  • The purpose of this Amendment and Restatement is in part to reflect the assumption of this plan by Sunshine Acquisition Corporation, a Delaware corporation (the "Company"), in connection with the acquisition of SS&C Technologies, Inc., a Delaware corporation ("SS&C"), by the Company.

  • If to the Purchaser or Acquisition Sub, to: Sunshine Acquisition, Inc.

  • This Appendix A to the 2006 Equity Incentive Plan of Sunshine Acquisition Corporation (the "Plan") shall apply only to Participants who are residents of the State of California who receive Awards under the Plan and whose Awards are intended to be exempt from registration in California pursuant to Section 25102(o) of the California Corporate Securities Law of 1968, as amended ("Section 25102(o)"), and the applicable provisions of the California Code of Regulations (the "California Regulations").

  • Except where the context otherwise requires, the term "Company" shall include any present or future subsidiary corporations of Sunshine Acquisition Corporation as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code").

  • If Sunshine receives any proposal with respect to a Sunshine Acquisition Transaction, it will immediately communicate to the Company the fact that it has received such proposal and the principal terms thereof.

  • Remaining funds will be used to fund a portion of the Sunshine Acquisition in an amount up to $325.0 million.


More Definitions of Sunshine Acquisition

Sunshine Acquisition means the acquisition by the Borrower from GFI all of the outstanding Sunshine Shares, as further set forth in the Sunshine Purchase Agreement.
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Sunshine Acquisition means the acquisition of the Sunshine Target and certain of its subsidiaries
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Related to Sunshine Acquisition

  • 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.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

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

  • 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.

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

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

  • 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.

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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.

  • 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.

  • 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.

  • 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);