Eligible Acquisition definition
Eligible Acquisition means any acquisition by any Obligor (regardless of the structure of the transaction) of the capital stock of, or all or substantially all of the assets of, any Person (or of a line of business or business segment of any Person) that was, immediately prior to such acquisition, engaged primarily in the business of operating correctional and/or detention facilities, substance abuse rehabilitation facilities or related lines of business.
Eligible Acquisition means any acquisition carried out on arm´s length basis, of a business within a similar line of business as the Group.
Eligible Acquisition means any transaction or series of transactions pursuant to or as a result of which the Borrower merges or consolidates with or otherwise acquire all or a substantial portion of the ownership interests or assets or properties of any Person (an "Acquisition") with respect to which all of the Acquisition Conditions and all of the conditions set forth below have been satisfied in full:
Examples of Eligible Acquisition in a sentence
Agent shall notify each other Lender of the consummation of each Eligible Acquisition financed hereby.
Evidence to the satisfaction of the Agent that the EBITDA of the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the period of 12 consecutive months most recently preceding the proposed date of such Eligible Acquisition is greater than $1.
Companies may use the Confidential Information to evaluate any Area and for the conduct of their own respective operations, including without limitation the acquisition of other interests or properties, PROVIDED that, if Receiving Party or an Affiliated Company makes an Eligible Acquisition during the term of this Agreement, then the Receiving Party shall offer, or cause its Affiliated Company to offer where applicable, to Disclosing Party a 50 per cent share in the Eligible Acquisition.
The Equity Sellers shall cause the Company to accrue during the Pre-Closing Tax Period all taxable income attributable to the Eligible Acquisition Transaction Election.
Unity acknowledges that there may be instances where there is a shortage of telephone numbers in a particular CLLIC and in such instances BellSouth shall use its best efforts to reserve for a ninety (90) day period a sufficient quantity of Unity’s reasonable need in that particular CLLIC.
More Definitions of Eligible Acquisition
Eligible Acquisition means the acquisition by the Issuer or a Guarantor of any entity having an EBITDA of no less than SEK 2,000,000 and acquired at a consideration representing a multiple of EBITDA (including the consideration payable on closing and all earn-out payments) of no more than 9.00:1.
Eligible Acquisition means an acquisition of a company within the same line of business as the Group which has a positive EBITDA pursuant to the most recent financial report available at the time of such acquisition.
Eligible Acquisition means an Acquisition which meets each of the following conditions:
Eligible Acquisition means any acquisition by any Loan Party (regardless of the structure of the transaction) of the capital stock of, or all or substantially all of the assets of, any Person (or of a line of business or business segment of any Person), that was, immediately prior to such acquisition, engaged primarily in the business of operating correctional and/or detention facilities, juvenile facilities, pre-release facilities, substance abuse rehabilitation facilities or related lines of business, PROVIDED THAT an acquisition will only be an Eligible Acquisition if: (i) consented to by the Purchasers (which approval shall not be unreasonably withheld) if the consideration to be paid for such Eligible Acquisition will exceed $20,000,000; (ii) such Loan Party provides to the Purchasers evidence to the satisfaction of the Purchasers that the EBITDAR of the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the period of 12 consecutive months most recently preceding the proposed date of such Eligible Acquisition is greater than $1; and (iii) such Loan Party provides to the Purchasers evidence to the satisfaction of the Purchasers that the consideration to be paid for such Eligible Acquisition (including any Indebtedness assumed) will not exceed the product of (x) EBITDAR with respect to the business to be acquired in such Eligible Acquisition (based on actual results with Pro Forma Adjustments) for the 12 month period ending on the proposed date of consummation of such Eligible Acquisition and (y) six.
Eligible Acquisition means the acquisition by the Company of the -------------------- assets or Shares of any Person engaged in the business of providing occupational health or other medical services or other related business or activities incidental thereto, provided that prior to such Eligible Acquisition, and after -------- ---- giving effect thereto (including any Company Revolving Credit Loans requested by the Company in connection with such Eligible Acquisition), there shall exist no Company Default or Company Event of Default.
Eligible Acquisition means any acquisition by the Company or any of its Subsidiaries (regardless of the structure of the transaction) of the capital stock of, or all or substantially all of the assets of, any Person (or of a line of business or business segment of any Person) that was, immediately prior to such acquisition, engaged primarily in the business of solid waste collection, recycling, hauling and disposal or owning and operating landfills or transfer stations (or such related activities as the Company or its Subsidiaries are then engaged in), or any other acquisition approved by the Majority Lenders.
Eligible Acquisition means any purchase or acquisition by VHC or any of its Subsidiaries of all or any part of the assets or Capital Securities of a Person engaged in business activities of the type in which VHC and its Subsidiaries are engaged on the Closing Date and such activities as may be incidental, similar or related thereto; PROVIDED that (i) the representations and warranties made by the Obligors in each Loan Document shall be true and correct in all material respects at and as of the date of such acquisition (as if made on such date after giving effect to such acquisition), except to the extent such representations and warranties expressly relate to an earlier date or dates (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date or dates); (ii) the Administrative Agent shall have received all guaranties and all items in respect of the Capital Securities or property or assets acquired in such acquisition required to be delivered by SECTIONS 7.1.8 and 7.1.9; (iii) in the case of an acquisition of the Capital Securities of another Person, (A) except in the case of the incorporation of a new Subsidiary or the acquisition of Capital Securities that are not publicly held, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and (B) the Capital Securities acquired shall constitute at least a majority of the total Capital Securities of the issuer thereof or shall increase a controlling interest of VHC or one or more of its Subsidiaries in such issuer; and (iv) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition and, in the case of each such acquisition made or to be made for aggregate consideration (including cash, Earn-outs, assumption of Indebtedness and non-cash consideration) equal to or in excess of $25,000,000, VHC shall have delivered to the Administrative Agent a pro-forma Compliance Certificate demonstrating that, upon giving effect to such acquisition on a pro-forma basis (calculated in accordance with SECTION 1.4(c)), (A) VHC shall be in compliance with all of the financial covenants set forth in SECTION 7.2.4 hereof as of the last day of the most recent period of four consecutive fiscal quarters of VHC which precedes or ends on the date of such acquisition and with respect to which the Administrative Agent has received the consol...