Tribune Acquisition definition

Tribune Acquisition means the acquisition by the Borrower of Tribune by causing the Tribune Merger Sub to merge with and into Tribune, with Tribune being the surviving corporation, on the terms and subject to the conditions set forth in the Tribune Merger Agreement.
Sample 1Sample 2Sample 3

Examples of Tribune Acquisition in a sentence

  • Tel: (000) 000-0000 Fax: (000) 000-0000 and with additional copies to Tribune Acquisition and its copied parties.

  • Xxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 To Tribune Acquisition: EGI-TRB, L.L.C. c/o Equity Group Investments, L.L.C. Two Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxx X.

  • Subject to the terms and conditions of the Transaction Agreement and the closing of the Tribune Acquisition, in consideration for the Interests, Charity shall pay to Tribune, at the direction of Sun Parent, $65 million (the “Purchase Price”), on a cash free, debt free basis and subject to a normalized level of working capital.

  • In addition, Xxxxx would include a similar reference and disclosure in the press release announcing the Tribune Acquisition.

  • Subject to the terms and conditions of the Transaction Agreement and the closing of the Tribune Acquisition, in consideration for the Interests, Charity shall pay to Tribune, at the direction of Sun Parent, $65 million (the “Purchase Price”), on a cash free, debt free basis and subject to a normalized level of working capital.The Sun Acquisition will close concurrently with the Tribune Acquisition.

  • The removal of the four turbines is not therefore predicted to result in any change to this predicted outcome.5.1.8 In terms of collision risk, following consultation with the ECU and THC, it was agreed that collision risk modelling did not need to be re-run in order to assess the predicted collision rates with four fewer turbines.

  • Subject to the terms and conditions of the Transaction Agreement and the closing of the Tribune Acquisition, Alden agrees to cause Tribune Publishing Company, LLC, a wholly owned subsidiary of Tribune (the “Sun Parent”), to sell to Charity, and Charity agrees to purchase from the Sun Parent, the Interests, which shall be structured as an equity purchase and otherwise as mutually agreed by the Parties on terms consistent with this Term Sheet.

  • The ESOP and the Company agree to issue a joint press release, together with Tribune Acquisition, announcing this Agreement.

  • The parties hereto agree that with respect to the borrowing of Term A-5 Loans and Term B-4 Loans, the Borrower may deliver the Loan Notice not later than 10:00 a.m. one Business Day prior to the date of such Borrowing, which Loan Notice may be revocable and conditioned upon the consummation of the Tribune Acquisition.

  • The Parties will negotiate in good faith to enter into a definitive agreement with respect to the Sun Acquisition on terms mutually acceptable to each Party (the “Transaction Agreement”).The Parties anticipate that an executory period will follow the execution and delivery of the Transaction Agreement, with the closing of the Sun Acquisition to occur immediately prior to the closing of the Tribune Acquisition.

Related to Tribune Acquisition

  • 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.

  • 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.

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

  • 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.

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

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

  • 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) of any other Person.

  • 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.

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

  • 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.

  • 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.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Business Acquisition means the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person.

  • 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 Transactions means the transactions contemplated by the Acquisition Agreement.

  • Company Acquisition Proposal means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of Parent), relating to a Company Acquisition Transaction.

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

  • 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.

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

  • Target Acquisition means the Borrower’s acquisition of, directly or indirectly, all of the outstanding Capital Stock of the Target pursuant to a Scheme or Offer.

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.