Approved Acquisition definition

Approved Acquisition means (i) any acquisition of Company 382 Securities that would cause a Person to qualify as a Threshold Holder and that is approved in advance by the Board of Directors, or (ii) a conversion (or other exchange) of Company 382 Securities for other Company 382 Securities where such conversion (or other exchange) does not increase the Beneficial Ownership in the Company by any Person for purposes of Section 382.

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Approved Acquisition means any acquisition of Common Stock that (i) causes a Person to become the Beneficial Owner of (A) 15% or more of the shares of Common Stock then outstanding, or (B) if already a Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, an additional 2% or more of the shares of Common Stock then outstanding, and (ii) is approved in advance by a majority of the Continuing Directors.

Approved Acquisition means (i) any acquisition of Company 382 Securities that would cause a Person to qualify as a Threshold Holder and that is approved in advance by the Board or (ii) a conversion (or other exchange) of Company 382 Securities for other Company 382 Securities where such conversion (or other exchange) does not increase the Beneficial Ownership in the Company by any Person for purposes of Section 382 of the Code.

Examples of Approved Acquisition in a sentence

Any required Amended Proposal Notice shall set forth the identity of the proposed purchaser and the material terms of the amended or modified proposed Approved Acquisition Proposal.
Attached hereto (a) as Exhibit A is the updated Aggregate Tracking Model, (b) as Exhibit B is the Fund Base Case Model, (c) as Exhibit C is the updated Annual Budget, (d) as Exhibit D is the Fund Credit Profile and (e) as Exhibit E is the Form of Officer’s Certificate, in each case reflecting the Approved Acquisition.
There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Guarantor or any of its subsidiaries or Affiliates or any third party in connection with the relevant Approved Acquisition Contract, other than as provided in such Approved Acquisition Contract and disclosed to the Agent in writing.
The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company Entities, in accordance with the definitions of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall and in accordance with the Accounting Methodology and the format of the Net Working Capital Schedule.
The Independent Accountant shall consider only those items and amounts in Sellers’ and Buyer’s respective calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, that were disputed within Sellers’ notice of disagreement and that the parties identify as being items and amounts to which Sellers and Buyer have still been unable to agree.

More Definitions of Approved Acquisition

Approved Acquisition means an acquisition by the Company, directly or indirectly through a subsidiary, of all or substantially all of the assets, or a majority of the ordinary shares or other voting securities (whether by way of merger, consolidation, amalgamation, or otherwise) of, Target or any successor thereto.

Approved Acquisition means any Acquisition

Approved Acquisition. An acquisition of 15% or more of the Common Stock then outstanding by any person, or, if any person has acquired such an interest, the acquisition of an additional 2% or more of the Common Stock then outstanding, in either event if such acquisition is approved in advance by a majority of the Board of Directors.

Approved Acquisition means Maker acquires, directly or indirectly (i) through any sale, lease, license, assignment, transfer, conveyance or other disposition all or substantially all of the assets of another Person in one or a series of related transactions or (ii) in one or more related transactions (including, without limitation, through a merger or series of mergers) more than 50% of the voting securities of another Person, where any such acquisition is approved by the Maker’s Board.

Approved Acquisition means an acquisition (other than a Permitted Acquisition) by Borrower on terms and conditions approved by the Required Lenders in their sole discretion prior to the consummation thereof.

Approved Acquisition means (i) any acquisition of Company Securities that causes a person to qualify as a Threshold Holder and is approved in advance by the Board or (ii) a conversion (or other exchange) of common stock or any other interest that would be treated as “stock” of the Company for purposes of Section 382, for other common stock or interests that would be treated as “stock” of the Company for purposes of Section 382, where such conversion (or other exchange) does not increase the beneficial ownership in the Company by any person for purposes of Section 382.

Approved Acquisition means an Acquisition meeting the following conditions unless waived by Agent in writing: (i) no Default or Event of Default shall have occurred and is continuing at the time of such Acquisition or will otherwise occur as a result thereof (including when taking into account the effect of incurring any Approved Acquisition Financing); (ii) Borrower shall be in compliance with the financial covenants set forth in Section 6.11 hereof and such Acquisition shall not cause any failure to comply with said financial covenants after giving effect to such Acquisition on a proforma basis; (iii) any Indebtedness or Earn-Outs incurred, assumed by or otherwise guaranteed by any Loan Party or any Acquisition Target in connection with such Acquisition shall constitute Approved Acquisition Financing or otherwise constitute Permitted Indebtedness in accordance with clause (g) of the definition thereof; (iv) the Acquisition Target involves an entity formed, and assets located, in the United States, and the Acquisition Target is in the same or a substantially similar line of business as any Loan Party; (v) Borrower and the Acquisition Target shall have complied with any applicable conditions set forth in Section 6.10 of the Agreement with respect to any Acquisition Target which will be a Subsidiary of Borrower following the completion of such Acquisition; (vi) such Acquisition satisfied the Reseller Acquisition Conditions if a Reseller Acquisition and the Other Acquisition Conditions if an Acquisition other than a Reseller Acquisition and (vii) for any Acquisition that does not satisfy the Reseller Acquisition Conditions or the Other Acquisition Conditions, the following conditions are satisfied: (1) Borrower shall have given Agent notice of such Acquisition no less than forty-five (45) days prior to the closing thereof, along with a copy of the executed letter of intent, and no less than fifteen (15) days prior to the closing thereof a summary of all liabilities of the Acquisition Target (including contingent liabilities) both before and as anticipated at the closing of the Acquisition of such Acquisition Target and the most recent annual and quarterly financial information available with respect to the Acquisition Target, together with projections of the anticipated business and financial performance of the Acquisition Target and such other information as Agent may reasonably request and (2) Borrower shall have obtained Agent’s prior written consent thereto, and Agent hereby...