Acquisition Subsidiary definition

Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

Acquisition Subsidiary has the meaning specified in Section 7.14.

Acquisition Subsidiary means (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date in connection with Permitted Acquisitions, provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Acquisition Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary on the Closing Date subsequently re-designated as an Acquisition Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that such re-designation shall be deemed to be an investment on the date of such re-designation in an Acquisition Subsidiary in an amount equal to the sum of (i) the net worth of such re-designated Restricted Subsidiary immediately prior to such re-designation (such net worth to be calculated without regard to any Guarantee provided by such re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such re-designated Restricted Subsidiary to the Borrower or any other Restricted Subsidiary immediately prior to such re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP, and (c) each Subsidiary of an Acquisition Subsidiary; provided, however, that (i) at the time of any written re-designation by the Borrower to the Administrative Agent of any Acquisition Subsidiary as a Restricted Subsidiary, the Acquisition Subsidiary so re-designated shall no longer constitute an Acquisition Subsidiary, (ii) no Acquisition Subsidiary may be re-designated as a Restricted Subsidiary if a Default or Event of Default would result from such re-designation and (iii) no Restricted Subsidiary may be re-designated as an Acquisition Subsidiary if a Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition or re-designation, as applicable, each Acquisition Subsidiary (other than an Acquisition Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

Examples of Acquisition Subsidiary in a sentence

• To the extent permitted by applicable law, none of Parent, the Buyer, the Acquisition Subsidiary, the Company, S Sub, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Company Stock or Parent Common Stock or to any other person for such shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Parent, the Buyer, the Acquisition Subsidiary, the Company and S Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

• The Buyer and the Acquisition Subsidiary are, for purposes of obtaining the FCC Order, legally, technically, financially and otherwise qualified under the Communications Act to acquire control of the Company and its Subsidiaries, and the Buyer and the Acquisition Subsidiary are not aware of any facts or circumstances related to either of them that are likely to prevent issuance of the FCC Order.

• The Buyer and the Acquisition Subsidiary acknowledge and agree that any projections prepared by or on behalf of the Company and provided to the Buyer by or on behalf of the Company as part of the Buyer’s due diligence process are merely estimates made by the Company as of the time they were so provided and the Buyer has in no way relied on any such projections.

• The Buyer and the Acquisition Subsidiary further acknowledge and agree that neither the Company, any of its Affiliates nor any other person makes any representation or warranty as to the accuracy or completeness of any information furnished to the Buyer by or on behalf of the Company in connection with the this Agreement and the transactions contemplated hereby, in each case, other than the representations and warranties expressly contained in this Agreement.

More Definitions of Acquisition Subsidiary

Acquisition Subsidiary means a wholly-owned Subsidiary created by the Borrower or by any Guarantor (other than a Group II Holding Company or a Group II Portfolio Company) for the purpose of making a Permitted Acquisition.

Acquisition Subsidiary means a Subsidiary of Parent organized solely for ---------------------- the purpose of acquiring the stock or assets of a Person as permitted by Section ------- 10.11. -----

Acquisition Subsidiary means any wholly owned Subsidiary of any Borrower which is formed by such Borrower solely in connection with a Permitted Acquisition.

Acquisition Subsidiary has the meaning specified in the preamble to this Agreement.

Acquisition Subsidiary means Gold Banc Acquisition Corporation XI, Inc., a Kansas corporation, and its successors and assigns.

Acquisition Subsidiary means a newly formed direct Wholly Owned Subsidiary of the Borrower.

Acquisition Subsidiary shall have the meaning assigned to such term in the preliminary statements.