Notification of Proposed Acquisition Sample Clauses

Notification of Proposed Acquisition. Borrower hereby notifies Administrative Agent that [BORROWER OR ANY SUBSIDIARY OF BORROWER] intends to acquire the [stock/assets] of (the "SUBJECT ACQUISITION"), on , 19 (the "ACQUISITION DATE"). In connection with the Subject Acquisition and in satisfaction of certain conditions precedent to the qualification of the Subject Acquisition as a "PERMITTED ACQUISITION" under the Loan Papers, the following is attached hereto: ANNEX A: which sets forth calculations demonstrating pro forma compliance with the covenants in SECTIONS 9.12, 9.20, 9.21, 9.23, and 9.30 of the Credit Agreement, after giving effect to the Subject Acquisition; ANNEX B: which sets forth pro forma income and balance sheet projections for the Companies, after giving effect to the Subject Acquisition; ANNEX C: which sets forth ten year cash flow projections for the Subject Acquisition; and ANNEX D: which is a true and correct copy of the Purchase Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Notification of Proposed Acquisition. Borrower hereby notifies Administrative Agent that ___________________ [Borrower or any Restricted Subsidiary of Borrower] intends to acquire the [stock/assets] of ___________________ (the "Subject Acquisition"), on ___________________, 20__ (the "Acquisition Date") [in exchange for ___________________]. In connection with the Subject Acquisition and in satisfaction of certain conditions precedent to the qualification of the Subject Acquisition as a "Permitted Acquisition" under the Loan Documents, the following is attached hereto: Annex A: which demonstrates compliance with the Purchase Price requirements for a "Permitted Acquisition" and the required availability under the Revolver Facility; Annex B: which sets forth calculations demonstrating pro forma compliance with the financial covenants in Section 9.29 and additional covenants in Sections 9.12, 9.13, 9.20, and 9.22 of the Credit Agreement, after giving effect to the Subject Acquisition; Annex C: which sets forth a pro forma income and balance sheet for the Companies, after giving effect to the Subject Acquisition; and Annex D: which sets forth cash flow projections for the Subject Acquisition through the last-to-occur of the then-effective Termination Dates.
Sample 1
Notification of Proposed Acquisition. Borrower hereby notifies Administrative Agent that _______________ [Borrower or any Subsidiary of Borrower] intends to acquire the [stock/assets] of ___________________ (the "Subject Acquisition"), on _______________, 20__ (the "Acquisition Date") [in exchange for ___________], which Subject Acquisition qualifies as a [Permitted Cellular System Acquisition] [Permitted Asset Swap] [Permitted PCS License Acquisition]. In connection with the Subject Acquisition and in satisfaction of certain conditions precedent to the qualification of the Subject Acquisition as a "Permitted Acquisition" under the Loan Documents, the following is attached hereto: Annex A: which demonstrates compliance with the Purchase Price requirements for a [Permitted Cellular System Acquisition] [Permitted Asset Swap] [Permitted PCS License Acquisition] and the required availability under the Revolver Facility; Annex B: which sets forth calculations demonstrating pro forma compliance with the covenants in Sections 9.12, 9.13, 9.20, 9.21, 9.23, and 9.30 of the Credit Agreement, after giving effect to the Subject Acquisition; Annex C: which sets forth a pro forma income statement and balance sheet for the Companies, after giving effect to the Subject Acquisition[ and for any Permitted Asset Swap in which the disposition and the acquisition of the Cellular Assets do not occur during the same fiscal quarter, Borrower shall deliver a pro forma income statement and balance sheet for the Companies, separately reflecting both the acquisition and disposition stages of the Permitted Asset Swap] Annex D: which sets forth cash flow projections for the Subject Acquisition through the last- to-occur of the then-effective Termination Dates[ and for any Permitted Asset Swap in which the disposition and the acquisition of the Cellular Assets do not occur during the same fiscal quarter, Borrower shall deliver cash flow projections, separately reflecting both the acquisition and disposition stages of the Permitted Asset Swap]; and Annex E: which sets forth the Capital Expenditures projected for the Subject Acquisition from the consummation date of the Subject Acquisition through the last-to occur of the then-effective Termination Dates (the "Supplemental Capital Expenditures Budget").
Sample 1
Notification of Proposed Acquisition. Borrower hereby notifies Administrative Agent that [Borrower or any Restricted Subsidiary of Borrower] intends to acquire the [stock/assets] of (the "Subject Acquisition"), on , 20 (the "Acquisition Date") [in exchange for ]. In connection with the Subject Acquisition and in satisfaction of certain conditions precedent to the qualification of the Subject Acquisition as a "Permitted Acquisition" under the Loan Documents, the following is attached hereto: Annex A: which demonstrates compliance with the Purchase Price requirements for a "Permitted Acquisition" and the required availability under the Revolver Facility; Annex B: which sets forth calculations demonstrating pro forma compliance with the financial covenants in Section 9.29 and additional covenants in Sections 9.12, 9.13, 9.20, and 9.22 of the Credit Agreement, after giving effect to the Subject Acquisition; Annex C: which sets forth a pro forma income and balance sheet for the Companies, after giving effect to the Subject Acquisition; Annex D: which sets forth cash flow projections for the Subject Acquisition through the last-to-occur of the then-effective Termination Dates ; and Annex E: which sets forth the Capital Expenditures projected for the Subject Acquisition from the consummation date of the Subject Acquisition through the last-to occur of the then-effective Termination Dates (the "Supplemental Capital Expenditures Budget").
Sample 1
Notification of Proposed Acquisition. Without limiting the generality of Section 4.1, the Licensee shall give written notice (the "Pre-Acquisition Notice") to the Licensor of any proposed acquisition of a Property which the Licensee has determined is of a type described in item (b) or item (d) of the definition of "Eligible Property", which notice shall specify the basis for such determination. The Licensor shall be entitled to challenge such determination by delivery to the Licensee of a written notice (the "Licensor Objection Notice") to that effect within thirty (30) consecutive days of receipt of the Pre-Acquisition Notice by the Licensor. If the Licensor delivers a Licensor Objection Notice and the parties are not able to resolve such dispute within a period of thirty (30) consecutive days commencing on the date of receipt by the Licensee of the Licensor Objection Notice, the parties shall submit the dispute to arbitration pursuant to Section 9.1. If the Licensor does not deliver a Licensor Objection Notice within such thirty (30) day period, the Licensor shall be deemed to have accepted the Licensee's determination as to whether the Property described in such Pre-Acquisition Notice constitutes an Eligible Property for the purposes hereof and such determination shall thereupon be final and binding on the Licensor and the Licensee.
Sample 1

Related to Notification of Proposed Acquisition

  • Notification of Acquisition Proposals From and after the date of this Agreement, the Company shall promptly (and in any event within 24 hours) notify the Offeror, at first orally and then in writing, of any proposal, inquiry, offer or request (or any amendment thereto) (a) constituting, relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, (b) for discussions or negotiations relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, or (c) for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property, for access to properties, books and records of the Company or any Company Subsidiary or for a list of Shareholders, in each case, of which the Company or its Representatives is or becomes aware. Such notice shall include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry, offer or request, (including any amendment thereto) and all written communications with such person, and shall include copies of any such proposal, inquiry, offer or request (or any amendment to any of the foregoing). The Company shall also provide such other details of the proposal, inquiry, offer or request (or any amendment to the foregoing) as the Offeror may request, acting reasonably. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will provide to the Offeror promptly all written communications with such person and will respond promptly to all inquiries by the Offeror with respect thereto.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board reasonably believes would lead to an Acquisition Proposal, the Company shall provide to Parent oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished).

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

  • Notice of Proposed Transfer; Opinions of Counsel Prior to any transfer of any Call Warrant or portion thereof, the Warrant Holder will give 5 Business Days (or such lesser period acceptable to the Warrant Agent) prior written notice to the Warrant Agent of such Warrant Holder's intention to effect such transfer.

  • Acquisition Proposals Except as contemplated hereby, the Company shall not (and shall use reasonable efforts to cause its officers, directors and employees and any investment banker, attorney, accountant, or other agent retained by it not to) initiate, solicit or encourage, directly or indirectly, or knowingly take any action to facilitate, the making of, or engage in any negotiations or discussions concerning, any proposal or offer to acquire all or any significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise (an "Acquisition Proposal"), or provide any non-public information concerning the Company to any third party in connection with an Acquisition Proposal. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. In the event the Company receives an Acquisition Proposal, it shall, subject to any confidentiality obligations imposed upon the Company in connection with such Acquisition Proposal, promptly (and in any event within 24 hours) inform Parent as to the receipt thereof. Notwithstanding the foregoing, nothing shall prohibit the Company from (a) furnishing information to, participating in discussions and negotiations directly or through its representatives or entering into an agreement relating to an Acquisition Proposal with, any third party (including parties with whom the Company or its representatives have had discussions on any basis on or prior to the date hereof) who makes an unsolicited proposal or offer to the Company or makes an unsolicited request for non-public information about the Company (pursuant to appropriate confidentiality agreements), which proposal, offer or request did not result from a breach of the first sentence of this Section 5.7, if the Company Board determines in good faith, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, that such action is required for the Company Board to comply with its fiduciary duties under applicable law, (b) taking and disclosing to its stockholders any position, and making related filings with the SEC, as required by Rules l4e-2 and 14d-9 under the Exchange Act with respect to any tender offer or (c) taking any action and making any disclosure which the Company Board determines, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, is required to be taken or made under applicable law (including, without limitation, laws relating to the fiduciary duties of directors), provided that at least 48 hours prior to the entry into or announcement of an intention to enter into a definitive agreement with respect to an Acquisition Proposal, the Company shall have provided written notice to Parent advising Parent of its intention to enter into a definitive agreement with respect to an Acquisition Proposal and specifying the material terms and conditions of such Acquisition Proposal.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • No Solicitation; Acquisition Proposals (a) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.

Time is Money Join Law Insider Premium to draft better contracts faster.