Xxxxxxxxxx Acquisition definition

Xxxxxxxxxx Acquisition means the acquisition by the Borrower or any of its Subsidiaries of the equity interests of Perpetual Corporation and equity interests of Charleston Television, LLC, both of which are owned and controlled by the Xxxxxxxxxx family.
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Xxxxxxxxxx Acquisition the acquisition by a Subsidiary of the Parent Borrower of all of the equity interests in Chevron Petrochemical Pipeline LLC, the owner of the Xxxxxxxxxx ethylene pipeline system, in October 2014.
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Xxxxxxxxxx Acquisition means the sale/purchase transaction intended to be consummated on the Closing Date pursuant to and in accordance with the Xxxxxxxxxx Acquisition Documents.
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Examples of Xxxxxxxxxx Acquisition in a sentence

  • Xxxxxx Title: Chief Financial Officer October 6, 2020 Xxxxxx Xxxxxxxxxx Acquisition Corp.

  • The proceeds of the SUG EAT Entities Loan shall be used by the SUG EAT Entities to fund the purchase price of the Sxx Xxxxxxxxxx Acquisition.

  • This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (the “Class A common stock”), of Xxxxxx Xxxxxxxxxx Acquisition Corp., a Delaware corporation (the “Company”).

  • Xxxx (fax no.: (000) 000-0000; or, if sent to the Company, will be mailed, delivered or telefaxed to Xxxxxx Xxxxxxxxxx Acquisition Corp., Attention: Xxxxx X.

  • Agreement and Plan of Reorganization dated as of March 11, 1996, as amended, by an among the Company, Xxxxxxxxxx Acquisition, Inc., Xxxxxxxxxx Holdings, Inc.

  • Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Xxxxxx Xxxxxxxxxx Acquisition Corp.

  • Exhibit A Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [_________] shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Adnant Xxxxxxxxxx Acquisition Corp., a Delaware corporation (the “Company”) in the amount of $[_________] in accordance with the terms hereof.

  • Dear : Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxx Xxxxxxxxxx Acquisition Corp.

  • Incorporated Under the Laws of the State of Delaware CUSIP 00724U 116 Warrant Certificate This Warrant Certificate certifies that [_________], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Adnant Xxxxxxxxxx Acquisition Corp., a Delaware corporation (the “Company”).

  • With respect to Xxxxxxxxxx Acquisition Corporation, Kratos Government Solutions, Inc., the sole shareholder of Xxxxxxxxxx Acquisition Corporation approved the merger by written consent.


More Definitions of Xxxxxxxxxx Acquisition

Xxxxxxxxxx Acquisition means the acquisition by Holdings and/or its Subsidiaries of certain assets from Xxxxxxxxxx plc pursuant to the Xxxxxxxxxx Acquisition Agreements.
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Xxxxxxxxxx Acquisition means, in connection with the Recapitalization, the acquisition by the Direct Investors of approximately 94% (as determined at the time of the Recapitalization of the common stock of the Borrower pursuant to the Xxxxxxxxxx Recapitalization Documents.
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Xxxxxxxxxx Acquisition the acquisition by the Company of an ---------------------- Illinois incorporated battery charger company for an aggregate Purchase Price of approximately $35,000,000.
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Xxxxxxxxxx Acquisition means the acquisition on August 11, 1994, by the Borrower of ninety percent (90%) of the outstanding Capital Stock of Old Xxxxxxxxxx'x, substantially in accordance with the terms and conditions set forth in Stock Purchase Agreement dated as of August 11, 1994 among Old Xxxxxxxxxx'x, Xxxxxx X. Xxxxxxxxx, AMC, and the Borrower.
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Related to Xxxxxxxxxx Acquisition

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

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

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

  • 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) of 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 by virtue of such event.

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

  • 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.

  • 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.

  • 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): (i) the value of the capital stock, warrants or options to acquire capital stock of Borrower or any Subsidiary to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Debt incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iv) 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, (v) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (vi) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition, and (vii) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (A) the capital stock of the Borrower shall be valued (I) in the case of capital stock that is then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (II) with respect to any other shares of capital stock, as determined by the Board of Directors of the Borrower and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), (B) the capital stock of any Subsidiary shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

  • 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);

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

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • 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.

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

  • 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.

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

  • 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

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

  • 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.

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a 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).

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • Acquisitions means the acquisition by the Borrower or its Subsidiaries of at least a majority of the capital stock or all or substantially all of the property of another Person, division of another Person or other business unit of another Person, whether or not involving a merger or consolidation of such Person; provided, that such Person or property is used or useful in a Permitted Line of Business.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).