Acquired Business. A company or business acquired by BGI or any of its Subsidiaries (through asset purchase or otherwise) in compliance with §9.5; provided that the company or business acquired will not be considered an Acquired Business until (a) BGI has delivered to the Administrative Agent historical financial statements of such company or business prepared in accordance with GAAP, an officer’s certificate pursuant to §9.5.1(a) and such other financial information reasonably requested by the Administrative Agent and (b) the Administrative Agent has consented in writing to the designation of such acquired company or business as an Acquired Business, such consent not to be unreasonably withheld or delayed. Additional Commitment Lender. See §3.4(d).
Acquired Business. The business conducted by the Seller in which the Seller utilized the Acquired Assets, as described on Exhibit A hereto, commonly known, described, or indentified as unifying access to communications through one phone number and allowing subscribers to receive calls, pick up voice mail, read or send email, look up and dial contacts, send a message to a group and other communications technologies.
Acquired Business. The term “Acquired Business” means a Third Party, the portion of a Third Party, and/or any portion of the assets or business of a Third Party that a Party or its Subsidiaries acquire in an Acquisition.
Acquired Business. Notwithstanding anything in this Agreement to the contrary, if Varex or any member of its Group acquires a business, whether accomplished by the purchase of stock or by purchase of assets (the “Acquired Business”), the licenses granted to Varex and the other members of its Group hereunder shall not extend to any products or services made, used, sold, offered for sale, imported, reproduced, performed, displayed, distributed or otherwise transferred by the Acquired Business prior to the date of such acquisition (even if such products or services constitute or are of the same or similar kind as the Licensed Products or Licensed Services, and even if such products or services are made, used, sold, offered for sale, imported, reproduced, performed, displayed, distributed or otherwise transferred by Varex or any member of its Group after the date of such acquisition).
Acquired Business. If Samsung or any of its Subsidiaries completes an Acquisition where [***] then Samsung shall pay Rambus a fixed quarterly payment (in addition to Samsung’s Quarterly License Payments or any other Quarterly Acquisition Adjustment Payment owed pursuant to Section 3.3(b) in connection with such Acquisition or any other Acquisition), based on such Acquisition, starting, on a prorated basis, with the first calendar quarter during which the Acquisition Date occurred, [***]. If iSuppli data as required for the calculations in this Section 3.3(a) is not available for an Acquired Business or for Samsung, or the most recent version of such data covers a period ending more than twelve (12) months before the Acquisition Date, the parties shall initially meet within thirty (30) days following the associated Acquisition Date and negotiate in good faith an alternate source for the information that was to be provided by iSuppli. If the parties cannot reach agreement on such alternate source within thirty (30) days following the date required for such initial meeting, either party may, as its sole and exclusive remedy to resolve such dispute, submit such dispute to binding arbitration pursuant to the terms of Section 3.3(d). For the avoidance of doubt, any Acquired Business that has revenue attributable from the Sale of Acquisition Products of [***] or less (as reported by iSuppli for the most recent twelve (12) months preceding the Acquisition Date for which iSuppli has reported such Sales) shall be licensed without additional payments of any kind.
Acquired Business. If Samsung or any of its Subsidiaries completes an Acquisition where [***], Samsung shall pay Rambus a fixed quarterly payment (in addition to Samsung’s Quarterly License Payments or any other Quarterly Acquisition Adjustment Payment owed pursuant to Section 3.3(a) in connection with such Acquisition or any other Acquisition), based on such Acquisition, starting, on a pro-rated basis with the first calendar quarter during which the Acquisition Date occurred. [***] If the Existing Agreementrequired payments for less than four (4) quarters prior to the Acquisition Date, the parties shall initially meet within thirty (30) days following the associated Acquisition Date and negotiate in good faith an alternate method to determine the average quarterly payments from the Existing Agreement. If the parties cannot reach agreement on such alternate method within thirty (30) days following the date required for such initial meeting, then either party may, as its sole and exclusive remedy to resolve such dispute, submit such dispute to binding arbitration pursuant to the terms of Section 3.3(d).
Acquired Business. [***]. If SK hynix or any of its Subsidiaries completes an Acquisition [***], SK hynix shall pay Rambus a fixed quarterly payment (in addition to SK hynix’s Quarterly License Payments or any other Quarterly Acquisition Adjustment Payment owed pursuant to Section 3.3(a) above and/or under this Section 3.3(b) in connection with such Acquisition or any other Acquisition) for each calendar quarter remaining in the Term, based on such Acquisition, starting, on a pro-rated basis with the first calendar quarter during which the Acquisition Date occurred. [***]. If the Existing Agreement required payments for less than four (4) quarters prior to the Acquisition Date, the parties shall initially meet within thirty (30) days following the associated Acquisition Date and negotiate in good faith an alternate method to determine the average quarterly payments from the Existing Agreement. If the parties cannot reach agreement on such alternate method within thirty (30) days following the date required for such initial meeting, then either party may, as its sole and exclusive remedy to resolve such dispute, submit such dispute to binding arbitration pursuant to the terms of Section 8.
Acquired Business. Concurrently with the funding of the Loans hereunder, all obligations of the Acquired Business with respect to its indebtedness being refinanced shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released, all to the reasonable satisfaction of the Administrative Agent (as directed by the Arrangers). After giving effect to the consummation of the Transactions, Holdings and its Subsidiaries shall have no outstanding preferred equity, indebtedness or Guarantees (other than ordinary course trade payables and the Designated Rail Car Leases that are treated as operating leases), except for indebtedness incurred pursuant to (i) the Seller Note, which shall be assumed by a parent company of Holdings on the Closing Date, (ii) the Loans and (iii) other indebtedness in an amount not to exceed $10,000,000, as certified by a Responsible Officer of Holdings.
Acquired Business. (a) Subject to Section 13.1(h), if, during the period commencing on the Closing Date and ending on January 1, 2020, a Member or any Affiliate thereof (such Member, whether it or its Affiliate is the acquiror, an “Acquiring Member”) directly or indirectly acquires or agrees to acquire any interest from a non-Affiliate (a “Selling Party”) in any Midstream Asset (such Midstream Asset, the “Acquired Business”), whether by lease or sublease, purchase, acquisition of shares or other equity interests in an entity directly or indirectly owning the Acquired Business or otherwise, the Acquiring Member shall provide written notice of such acquisition (an “Offer Notice”) to the Company and the other Members (each such other Member, a “Non-Acquiring Member”), which notice shall be accompanied by a copy of all instruments or relevant portions of instruments relating to such acquisition. Subject to this Section 13.1, each Non-Acquiring Member shall have the right (but not the obligation) to acquire its Member Interest share of the Acquired Business (such interest, as may be adjusted pursuant to the following sentence, the “Offered Interest”) upon the same terms and conditions on which the Acquiring Member or its Affiliate acquired the Acquired Business, subject to assuming its Member Interest share of all duties and obligations with respect to the Acquired Business and paying the Acquiring Member its Member Interest share of any consideration paid by the Acquiring Member or its Affiliate with respect to such Acquired Business. Each Non-Acquiring Member shall have a period of sixty (60) days after receipt of the Offer Notice to notify the Company and the Acquiring Member in writing whether it elects to acquire its Offered Interest (the “Option Period”) pursuant to this Section 13.1. Failure to give timely notice of such election shall be deemed an election not to acquire the Offered Interest.
Acquired Business. The business of the Company and its subsidiaries, including any business acquired directly or indirectly by the Company on or after the date hereof with the prior written consent of BVHI.
