Triggering Acquisition definition

Triggering Acquisition means the giving of a Subscription Notice or any other acquisition of Common Stock by the Warrant Holder or an aggregation party; provided, however, that with respect to the giving of such Subscription Notice, if the associated issuance of shares of Common Stock does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate. At each Covenant Time, the Warrant Holder shall be deemed to waive any right it would otherwise have to acquire Common Shares to the extent that such acquisition would violate any covenant given by the Warrant Holder under this paragraph. For the avoidance of doubt:

Triggering Acquisition means the giving of a Conversion Notice or any other acquisition of Common Stock by the Holder or an aggregation party; provided, however, that with respect to the giving of such Conversion Notice, if the associated issuance of shares of Common Stock does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate. At each Covenant Time, the Holder shall be deemed to waive any right it would otherwise have to acquire Common Shares to the extent that such acquisition would violate any covenant given by the Holder under this paragraph. For the avoidance of doubt:

Triggering Acquisition means the exercise of the Warrant by the holder; provided, however, that with respect to the exercise of this Warrant, if the associated issuance of shares of Common Stock does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate. At each Covenant Time, the Holder shall be deemed to waive any right it would otherwise have to acquire shares of Common Stock to the extent that such acquisition would violate any covenant given by the Holder under this paragraph.

Examples of Triggering Acquisition in a sentence

• A Triggering Acquisition can occur more than once, and the provisions set forth in Articles XIV and XV shall apply to every separate Triggering Acquisition or series of Triggering Acquisitions.

• In the event of an acquisition of Ovid by a Competing Acquirer that closes prior to [***] (a “Triggering Acquisition”), then Ovid shall provide notice to Licensee of such Triggering Acquisition within [***] after the date upon which the Triggering Acquisition closes or otherwise becomes effective.

• A "TRIGGERING ACQUISITION" means the giving of a Notice of Exercise or any other acquisition of Common Stock by the holder or an Aggregation Party; PROVIDED, however, that with respect to the giving of such Notice of Exercise, if the associated issuance of shares of Common Stock does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate.

• Other reasonable cost savings, expenses and other income statement or operating statement adjustments which are attributable to the change in ownership and/or management resulting from such Triggering Acquisition as may be approved by the Agent in writing (which approval shall not be unreasonably withheld) shall also be deemed to have been realized on the first day of the Test Period.

• A Buyout Transaction in the form of a Short-Form Merger will be deemed to have been promptly commenced if a public announcement of the intention to effect a Short-Form Merger is made promptly following the Triggering Acquisition and Liberty or the applicable Controlled Affiliate commences taking the steps required to effect the Short-Form Merger as promptly as practicable thereafter.

More Definitions of Triggering Acquisition

Triggering Acquisition has the meaning set forth in Section 15.6(c).

Triggering Acquisition has the meaning set forth in Section 2.02 of this Agreement.

Triggering Acquisition means the giving of a Notice of Exercise or any other acquisition of Common Stock by the holder or an Aggregation Party; PROVIDED, however, that with respect to the giving of such Notice of Exercise, if the associated issuance of shares of Common Stock does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate. At each Covenant Time, the holder shall be deemed to waive any right it would otherwise have to acquire shares of Common Stock to the extent that such acquisition would violate any covenant given by the holder under this paragraph. Notwithstanding anything to the contrary in the Transaction Documents, in the event of a conflict between any covenant given under this paragraph and any obligation of the holder to exercise this Option pursuant to the Transaction Documents, the former shall supersede the latter, and the latter shall be reduced accordingly. For the avoidance of doubt:

Triggering Acquisition means the giving of an Exchange Notice or any other acquisition of Shares by the Holder or an aggregation party; provided, however, that with respect to the giving of such Exchange Notice, if the associated issuance of Shares does not occur, such event shall cease to be a Triggering Acquisition and the related covenant under this paragraph shall terminate. At each Covenant Time, the Holder shall be deemed to waive any right it would otherwise have to acquire Shares to the extent that such acquisition would violate any covenant given by the Holder under this paragraph. For the avoidance of doubt:

Triggering Acquisition means (a) the acquisition of any assets (including Capital Stock) for which the aggregate gross consideration exceeds $50,000,000 or (b) the acquisition of any Vessel for which the aggregate gross consideration exceeds $25,000,000.

Triggering Acquisition shall have the meaning set forth in Section 9(a).

Triggering Acquisition means (i) the merger or consolidation of the Borrower or any Subsidiary with or into any other Person, (ii) the purchase or acquisition by the Borrower or any Subsidiary of all or substantially all of the assets, properties, Capital Stock or Debt Securities of any other Person, or all or substantially all of the assets or properties that constitute a division, business unit, financial reporting segment or similar organizational unit of any other Person, (iii) the purchase or acquisition by the Borrower or any Subsidiary of any Capital Stock or Debt Securities of any other Person that is not an Affiliate of the Borrower prior to such purchase or acquisition if, as a result of such purchase or acquisition, such Person becomes an Affiliate of the Borrower, (iv) the issuance by the Borrower or any Subsidiary of any Capital Stock or Debt Securities, or the incurrence of any other Indebtedness by the Borrower or any Subsidiary, issued or incurred to finance any such merger, consolidation, purchase or acquisition in the foregoing clauses (i) through (iii) or (v) the entry by the Borrower or any Subsidiary into an agreement to do any of the foregoing in clauses (i) through (iv), in each case, which results, directly or indirectly, in a downgrade in the ratings assigned by at least two of the three Rating Agencies to the Borrower’s senior unsecured non-credit enhanced indebtedness at least one level below the rating in effect prior to such transition. For the avoidance of doubt, neither the placement of the Borrower on ‘credit watch’, nor a change in ‘outlook’, will be deemed to constitute a downgrade.