Acquisition Indebtedness definition
Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).
Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.
Acquisition Indebtedness. Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).
Examples of Acquisition Indebtedness in a sentence
By July 31, 2022, the Borrower, directly or indirectly, shall acquire (such acquisition, the “Cuda Acquisition”) assets of Cuda Energy LLC pursuant to the Asset Purchase and Sale Agreement dated April 11, 2022 between the Borrower and FTI Consulting Canada Inc., on the terms satisfactory to the Administrative Agent in its sole discretion with the loan proceeds from Cuda Acquisition Indebtedness.
Create, incur, assume or suffer to exist (a) any Priority Indebtedness in excess at any time of an amount equal to 7.5% of Assets at such time or (b) any Permitted Subsidiary Acquisition Indebtedness in an aggregate principal amount in excess of $500,000,000 outstanding at any time.
The consent and agreement contained in this Section 2 is limited in nature and shall only be effective for the period from the date of the effectiveness of this Amendment through the earlier of: (x) the date of termination of the escrow agreement entered into by the New Subsidiary with respect to the Sheridan Acquisition Indebtedness and (y) November 29, 2014 (the “Outside Date”).
Each Lender acknowledges and agrees that any Agent or one or more of its Affiliates may (but is not obligated to) act as administrative agent or a similar representative for the holders of any Cavium Acquisition Indebtedness.
The Borrowers shall not suffer or permit any Company (other than the Parent) to incur any Indebtedness by way of guarantee or any other contingent obligation with respect to any Permitted Acquisition Indebtedness.
More Definitions of Acquisition Indebtedness
Acquisition Indebtedness means, Indebtedness of (A) the Issuer or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger, amalgamation or consolidation of any Person with or into the Issuer or any Restricted Subsidiary, or (B) any Person that is acquired by or merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger, amalgamation or consolidation).
Acquisition Indebtedness means any Relevant Debt incurred for the sole purpose of financing all or part of the cost of the acquisition, construction, development or improvement of any assets (including, without limitation, shares or stock) acquired or owned directly or indirectly by any member of the Group (including without limitation any buildings or production facilities (and any equipment located therein), provided that any Security or any guarantee or indemnity granted in favour of such creditors in respect of such Relevant Debt shall be to secure a principal, capital or nominal amount not exceeding 100 per cent. of the cost of that acquisition, construction, development or improvement, as the case may be.
Acquisition Indebtedness means, with respect to any Acquisition, any Indebtedness incurred during the Acquisition Period with respect to such Acquisition and identified by the Borrower to the Administrative Agent as Indebtedness incurred for the purpose of financing such Acquisition (including any repayment or prepayment of Indebtedness of the Person or assets acquired thereby and payment of related fees and expenses); provided that (a) at all times during the Acquisition Period with respect to such Acquisition, all the net proceeds of such Indebtedness constitute Unrestricted Cash that is segregated in a separate deposit or securities account of Holdings or the Borrower and held to be applied for such purpose upon consummation of such Acquisition (it being understood that, in the event any such net proceeds cease to be Unrestricted Cash or are not so segregated and held during the Acquisition Period with respect to such Acquisition (including as a result of having been used for any other purpose), the aggregate principal amount of such Indebtedness equal to the principal amount thereof that has yielded such net proceeds shall cease to be “Acquisition Indebtedness” hereunder) and (b) the aggregate principal amount of such Indebtedness treated by the Borrower as Acquisition Indebtedness does not exceed the aggregate amount of funds required by the Borrower to finance such Acquisition (including any repayment or prepayment of Indebtedness of the Person or assets acquired thereby and payment of related fees and expenses).
Acquisition Indebtedness means Indebtedness or mandatorily redeemable preferred stock of Borrower or a Subsidiary incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower.
Acquisition Indebtedness means any Indebtedness incurred, assumed or guaranteed by the Company or any of its Subsidiaries in respect of the purchase price for, or in connection with the purchase of, any assets, business or securities (an "Acquired Business") acquired by the Company or any of its Subsidiaries, other than Indebtedness incurred, assumed or guaranteed in connection with the Interferon Acquisition.
Acquisition Indebtedness unsecured indebtedness in an aggregate principal amount not exceeding $49,000,000,000, issued or borrowed by the Borrower for the purpose of financing the Aetna Acquisition (including all of the transaction costs, fees, commissions and expenses in connection therewith) and which is redeemable or prepayable if the Aetna Acquisition is not consummated.
Acquisition Indebtedness means any debt or equity securities (including, without limitation, any securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) of Ultimate Parent or any of its Affiliates that have been issued for the purpose of financing, in part, the Acquisition and which are contingent upon the closing of the Acquisition or which can be mandatorily redeemed if the Acquisition is not consummated (including refinancing all or a portion of the Notes Bridge Facility).