Xxxxxx Xxxxx Acquisition definition

Xxxxxx Xxxxx Acquisition means the transactions contemplated by the Xxxxxx Xxxxx Acquisition Agreement.
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Xxxxxx Xxxxx Acquisition has the meaning assigned to that term in the Recitals to this Agreement.
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Xxxxxx Xxxxx Acquisition means the acquisition by PolyVision of all of the issued and outstanding capital stock of X. Xxxxx Corporation, pursuant to the Xxxxxx Xxxxx Stock Purchase Agreement.
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Examples of Xxxxxx Xxxxx Acquisition in a sentence

  • This Agreement hereby amends, restates and supersedes in its entirety any and all of the provisions of the (a) letter agreement dated August 24, 2005, by and among Tioga Downs Racetrack, LLC, Xxxxxx Xxxxx Acquisition, LLC, Nevada Gold & Casinos, Inc., TrackPower, Inc.

  • VDA: Xxxxxx Xxxxx Acquisition, LLC, a Delaware limited liability company owned by the Company, subject to the rights of shareholders of Mid-State Raceway, Inc.

  • The Lender Parties shall have received on or before the date which is 75 days following the consummation of the Xxxxxx Xxxxx Acquisition, audited financial statements for Xxxxxx Xxxxx' fiscal years ended 1996, 1997 and 1998 prepared by Xxxxxx Xxxxxxxx LLP, in form and substance (excluding in immaterial respects) satisfactory to the Required Lenders.

  • Company shall not, and shall not permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by Company and its Subsidiaries on the Effective Date (after giving effect to the Xxxxxx Xxxxx Acquisition) and those food businesses which are reasonably related to such businesses, and (ii) such other lines of business as may be consented to by Administrative Agent and Requisite Lenders.

  • This Agreement hereby amends, restates and supersedes any and all of the provisions of the letter agreement dated August 24, 2005, by and among Tioga Downs Racetrack, LLC, Xxxxxx Xxxxx Acquisition, LLC, Nevada Gold & Casinos, Inc., TrackPower, Inc.

  • The proceeds of the Term Loans, together with the proceeds of the Revolving Loans made on the Effective Date and the proceeds of the equity capitalization of Company described in subsection 0.xX, shall be applied to (i) finance the Xxxxxx Xxxxx Acquisition, (ii) refinance indebtedness under the Existing Credit Agreement and (iii) pay Transaction Costs.

  • All of the Subsidiaries of Holdings as of the Effective Date after giving effect to the Xxxxxx Xxxxx Acquisition are identified in Schedule 5.1 annexed hereto.

  • Notwithstanding anything in the Xxxxxx Xxxxx Acquisition Agreement to the contrary, the representations and warranties of Company set forth in subsections 5.17B and 5.1 7C shall, solely for purposes of this Agreement, survive the Effective Date for the benefit of Agents and Lenders.

  • All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Xxxxxx Xxxxx Acquisition or the financing thereof, and no action, request for stay, petition for review or rehearing, reconsideration or appeal shall be pending and any time for agency action to set aside its consent on its own motion shall have expired.

  • Company shall have obtained all consents necessary or advisable in connection with the Xxxxxx Xxxxx Acquisition, the transactions contemplated by the Loan Documents and Xxxxxx Xxxxx Related Agreements and the continued operation of the business conducted by Company and its Subsidiaries, and each of the foregoing shall be in full force and effect and in form and substance satisfactory to Administrative Agent (except as disclosed to and approved by Administrative Agent).


More Definitions of Xxxxxx Xxxxx Acquisition

Xxxxxx Xxxxx Acquisition means the acquisition by the Company of all of the issued and Outstanding capital stock of X. Xxxxx pursuant to the Xxxxxx Xxxxx Stock Purchase Agreement.
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Xxxxxx Xxxxx Acquisition means the acquisition of the Xxxxxx Xxxxx business by the Operating Company pursuant to the Asset Sale and Purchase Agreement, dated November 25, 1997, by and among The Procter & Xxxxxx Company, certain affiliates thereof, and the Operating Company, as assignee of the Company and MBW Holdings.
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Xxxxxx Xxxxx Acquisition means the acquisition of the Xxxxxx Xxxxx business by Aurora Foods pursuant to the Asset Sale and Purchase Agreement, dated November 25, 1997, by and among The Procter & Xxxxxx Company, certain affiliates thereof, and Aurora Foods, as assignee of the Company and Aurora Holdings.
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Related to Xxxxxx Xxxxx Acquisition

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

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

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

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

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

  • 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.

  • 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);

  • 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.

  • 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.

  • 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).

  • Shares 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; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • 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 Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% 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 35% 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 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • 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.

  • 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 Conditionality Acquisition means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • 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.