ACLVI definition

ACLVI means Ameristar Casino Las Vegas, Inc., a Nevada corporation.
ACLVI as a wholly owned subsidiary of Borrower. Borrower, ACLVI, Gem Gaming, Inc., a Nevada corporation ("Gem"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual and in his capacity as trustee of the Karizma Trust created under that certain Trust Agreement dated July 2, 1991, as amended ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, an individual ("Magliarditi" and together with ▇▇▇▇▇▇, collectively the "Gem Individuals") entered into a Merger Agreement dated May 30, 1996, as amended by First Amendment to Merger Agreement dated as of July 2, 1996 and Second Amendment to Merger Agreement dated as of September 25, 1996 (as may be further amended from time to time, collectively the "Merger Agreement"), under the terms of which Gem is to be merged with and into ACLVI with ACLVI to be the surviving corporation as a wholly owned subsidiary of Borrower. Upon consummation of the Merger, as defined in the Merger Agreement, ACLVI will be the owner of the "Project", as defined in the Merger Agreement. Under the terms of the Merger Agreement Borrower will acquire certain other assets and make certain investments more particularly therein described.
ACLVI means Ameristar Casino Las Vegas, Inc., a Nevada corporation, and its successors. "ACVI" means Ameristar Casino Vicksburg, Inc., a Mississippi corporation, and its successors. "Additional Assets" means (i) any long-term property or assets (other than Indebtedness and Capital Stock) in a Related Business; (ii) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (iii) Capital Stock, not held by the Company or a Restricted Subsidiary, constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that, in the case of clauses (ii) and (iii), such Restricted Subsidiary is primarily engaged in a Related Business. "Affiliate" of any specified Person means (i) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person or (ii) any other Person who is a director or officer (a) of such specified Person, (b) of any subsidiary of such specified Person or (c) of any Person described in clause (i) above. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Section 4.11 only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. "Affiliate Transaction" is defined in Section 4.11. "Agent" means any Registrar, Paying Agent, or co-Registrar. "Agent Members" is defined in Section 2.16. "Asset Disposition" means (i) the direct or indirect sale, lease, conveyance or other disposition (each referred to for the purposes of this definition as a "disposition") of any assets (including, without limitation, by way of a Sale/Leaseback Transaction) of the Company or any Restricted Subsidiary, and (ii) the issue or sale by the Company or any of its Restricted Subsidiaries of Capital Stock of any of the Company's Restricted Subs...

Examples of ACLVI in a sentence

  • ACLVI shall confirm in writing that the representations contained in Sections 2.1 and 2.2 of the Environmental Certificate are true and correct in all respects as to the property to be acquired.

  • Gem Gaming, Inc., a Nevada corporation ("Gem"), ACI, ACLVI and the Gem Individuals are the parties to that certain Merger Agreement dated as of May 31, 1996 (as amended by that certain First Amendment to Merger Agreement dated as of July 2, 1996 and that certain Second Amendment to Merger Agreement dated as of September 27, 1996, the "Merger Agreement").

  • During the construction of the ACLVI Project, Agent Bank may require the Borrowers to erect a sign at the ACLVI Project at ACLVI's expense.

  • As part of the Merger transaction, Borrower intends to loan to ACLVI principal sums up to the aggregate amount of Sixteen Million Dollars ($16,000,000.00) (the "ACLVI Intercompany Loan") to be evidenced by a Promissory Note to be executed by ACLVI, payable to the order of Borrower (the "ACLVI Intercompany Note").

  • ACI shall not transfer or hypothecate its ownership interests in CPI, ACLVI, ACCBI or ACVI except in connection with the Security Documentation.

  • The Company hereby agrees that the Company shall use its commercially reasonable efforts to obtain the necessary approvals from the applicable Gaming Authority in order to cause the restrictions on transfers and agreements not to encumber stock of ACLVI and Cactus Pete's Inc.

  • The Assignment of Interior Designer's Contract duly executed by ACLVI an the Interior Designer and the Interior Designer's Consent duly executed by the Interior Designer.

  • Each such update shall be in the form of a written 122 Indorsement (except for the final indorsements as provided in Section 9.15) to the ACLVI Title Insurance Policy together with any other indorsements which Lenders reasonably require.

  • All permits and authorizations by all applicable Governmental Authorities for the construction of the ACLVI Project have been issued in favor of and received by ACLVI and a true and correct copy thereof delivered to Lender.

  • Pursuant to the Merger Agreement, Gem was merged with and into ACLVI on October 9, 1996.