Centennial Acquisition definition

Centennial Acquisition means the acquisition by the Partnership of all of the outstanding and issued membership interests of Centennial Gas Liquids, L.L.C. (“Centennial”).
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Examples of Centennial Acquisition in a sentence

  • Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows: If to Purchaser: Centennial Acquisition Company 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn.: Xx. Xxxxxx X.

  • Xxxxxxxx, to be executed at closing of the Centennial Acquisition (the “Employment Agreements”)).

  • Purchaser represents that the tax identification number, for purposes of reporting the interest earnings, for Centennial Acquisition Company is 00-0000000 and for Ashwood American Properties, Inc.

  • Upon the expiration of five (5) years following the consummation of the Centennial Acquisition, (the “Put Event”), the Institutional Investors, may make an election (a “Put Election”), applicable to all of the Institutional Investors, to request that the Partnership purchase all, but not less than all, of the Institutional Investor’s Common Units (the “Put Common Units”) at the Put Price and on the Put Terms.

  • Upon conversion of the Phantom Units, the Partnership will issue certificates representing the Common Units into which the Phantom Units converted, and such Common Units will have the same rights as other Common Units issued in connection with the Centennial Acquisition, including distributions to be made in the future with respect thereto (including, without limitation, Cumulative Common Unit Arrearages).

  • In connection with the Centennial Acquisition, the Partnership will issue certain Phantom Units (as defined in, and with the rights set forth in those certain Employment and Incentive Agreements between the Partnership, Operating Company, Centennial and Xxxx X.

  • Upon closing of the Centennial Acquisition, and effective immediately preceding such closing, Eagle River Capital, LLC and Xxx Xxxx were admitted as additional Initial Limited Partners, with Eagle River Capital, LLC contributing $50.00 to the Partnership in exchange for 25,000 Original Subordinated Units, and Xxx Xxxx contributing $10.00 in exchange for 5,000 Original Subordinated Units.

  • All actions and proceedings required by law to be taken by Centennial, Acquisition and their Subsidiaries prior to the Closing Time in connection with the Merger and the Recapitalization Transactions have been or prior to the Closing Time will have been duly and validly taken.

  • Purchaser represents that the tax identification number for purposes of reporting the interest earnings of Centennial Acquisition Company is 00-0000000, and the tax identification number for purposes of reporting the interest earnings of Waramaug Acquisition Corp.

  • Xxxxxx, Esquire Riley, Riper, Xxxxxx & Xxxxxxxxx, P.C. 000 Xxxxxxxxxx Xxxxx X.X. Xxx 000 Xxxxx, XX 00000 Telecopy: (000) 000-0000 To Merger Subsidiary: Centennial Acquisition Corp.

Related to Centennial Acquisition

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • 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.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.