C. Spa Acquisition Agreement means that certain Stock Purchase Agreement anticipated to be executed by and among Xxxxxxx U.S. Holdings, Inc., C. Spa, Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxxxx.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Transaction Agreement has the meaning set forth in the recitals.
Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.
Master Transaction Agreement has the meaning set forth in the recitals.
Restructuring Agreement shall have the meaning set forth in the recitals.
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.
Merger Agreement has the meaning set forth in the Recitals.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Reorganization Agreement has the meaning set forth in the recitals.
Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.
Investment Agreement shall have the meaning set forth in the Recitals hereto.
Parent Agreement has the meaning given to it in Clause 12;
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.
Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.
New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.
Support Agreement has the meaning set forth in the Recitals.