TWC Acquisition definition

TWC Acquisition means the acquisition by TWC Acquisition Sub of substantially all of the assets of the TWC Seller, in accordance with the terms set forth in the TWC Purchase Agreement, as in effect on the Seventh Amendment Effective Date.
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TWC Acquisition shall have the respective meaning as set forth in the Recitals of this Third Amendment.
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TWC Acquisition means the acquisition by TWC Acquisition Sub of substantially all of the assets of the TWC Seller, in accordance with the terms set forth in the TWC Purchase Agreement, as in effect on the Seventh Amendment Effective Date. “TWC Acquisition Sub” means TWC Group Consulting, LLC, a Delaware limited liability company. “TWC Earnout” means all amounts payable in accordance with Section 1.5 of the TWC Purchase Agreement, as in effect on Seventh Amendment Effective Date. “TWC Purchase Agreement” means that certain Asset Purchase Agreement dated as of the December 19, 2007, by and among TWC Acquisition Sub and the TWC Seller, and all documents, agreements and instruments executed in connection therewith. “TWC Seller” means X. Xxxxxxxx Consulting, LLC, a Delaware limited liability company.
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Examples of TWC Acquisition in a sentence

  • COMSYS IT owns all of the issued and outstanding equity securities of COMSYS Services, Pure Solutions, COMSYS Limited, TWC Acquisition Sub, Plum Rhino and Praeos.

  • Charter agreed to sell Broadband $4.3 billion worth of newly issued Charter shares for$176.95/share, conditioned upon the TWC Acquisition closing.

  • Please consider the merger of Writer with and into TWC Acquisition Corp., a wholly owned subsidiary of Standard Pacific Corp., discussed in the enclosed proxy statement/prospectus of Writer and Standard Pacific Corp., and cast your vote by: .Completing, dating, signing and mailing the proxy card in the enclosed postage-paid envelope; or .If the envelope is missing send the proxy card to: The Writer Corporation 6061 S.

  • Anything to the contrary contained in the Credit Agreement or any other Financing Document (including, without limitation, Section 6.1(d) of the Credit Agreement, the Fifth Amendment and the Seventh Amendment) notwithstanding, the Agent and the Lenders hereby acknowledge and agree that (i) solely with respect to TWC Acquisition Sub’s bank account no.

  • Upon the expiration of each Account Grace Period, the Borrowers shall either (i) close the applicable Restricted Acquisition Account, have all deposits from customers of Pure Solutions, Plum Rhino and TWC Acquisition Sub, as applicable, instead be delivered directly to account no.

  • Dated: ------------------ TWC Acquisition Corp., a Delaware corporation By: ---------------------------------------- Name: Title: EXHIBIT B ARTICLES OF MERGER OF THE WRITER CORPORATION WITH AND INTO TWC ACQUISITION CORP.

  • These ARTICLES OF MERGER (these "Articles") are executed this _____ day of ______________, 2000, pursuant to Sections 7-110-000, 0-110-000 xxx 7-110-000 xxx other applicable provisions of the Colorado Business Corporation Act, by The Writer Corporation, a Colorado corporation ("Writer") and TWC Acquisition Corp., a Delaware corporation ("TWC").

  • On November 23, 2002, the Company, TWC Acquisition, Inc., a Maryland corporation and wholly owned subsidiary of the Company (TrustWave Mergerco), and TrustWave Corp., a Maryland corporation (TrustWave), entered into an Agreement and Plan of Merger (the TrustWave Merger Agreement) whereby TrustWave Mergerco will be merged with and into TrustWave with TrustWave surviving as a wholly owned subsidiary of the Company (the TrustWave Merger).

  • A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of The Writer Corporation or TWC Acquisition Corp.


More Definitions of TWC Acquisition

TWC Acquisition shall refer to the former name of the corporation now known as The Walking Company ("TWC"). "TWC Borrowing Base", as of any date of determination, shall mean the result of:
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TWC Acquisition has the meaning set forth in the preamble to this Agreement.
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Related to TWC Acquisition

  • 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 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • 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.

  • 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).

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

  • 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);

  • 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.

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

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

  • 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 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.

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

  • 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.

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

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

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

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

  • 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.

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

  • 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:

  • 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).

  • 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.