Acquisition definition
Examples of Acquisition in a sentence
In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.
Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.
Notwithstanding the foregoing, if the Consolidated Leverage Ratio as the last day of any fiscal quarter (including during an Acquisition Spike Period) exceeds 3.25 to 1.00, as evidenced by a compliance certificate delivered pursuant to Section 7.2 hereof, the interest rate otherwise payable on each Note shall be increased by 0.50% per annum (any such increase in the applicable interest rate, “Incremental Interest”).
Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.07 and will require a new notice period as referred to in this Section 6.07.
Shareholder agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Parent with respect to any possible Acquisition Proposal and will use Shareholder’s commercially reasonable efforts to inform any representative retained by Shareholder of the obligations undertaken by Shareholder pursuant to this Section 4.