Intercompany Acquisition definition

Intercompany Acquisition an Acquisition by the Parent from any of its Subsidiaries or an Acquisition by any Subsidiary of the Parent from any other Subsidiary of the Parent.
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Intercompany Acquisition has the meaning set forth in the Recitals.
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Intercompany Acquisition an Acquisition by the Borrower or any Guarantor from the Borrower or any other Guarantor.
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Examples of Intercompany Acquisition in a sentence

  • The Venus Assets conveyed to Venus Argentina and Venus International pursuant to the Intercompany Acquisition and which each will own as of Closing include all rights, properties and other assets necessary to own and operate Venus after the Closing in all material respects in the same manner as Venus has been owned and operated by the Contributor and its Subsidiaries, including Imagen, prior to the date hereof and prior to the date of the Intercompany Acquisition.

  • She further asserted that other jurisdictions followed the so called “creativity school” confirming copyright only on databases which were original and creative.

  • The Company shall not, and shall cause its Subsidiaries not to, amend, modify or waive any provision of any Intercompany Demand Notes or any Intercompany Acquisition Notes without the prior written consent of the Administrative Agent on behalf of the Required Lenders.

  • Borrower shall cause each entity that becomes a direct or indirect Subsidiary of Borrower after the Signing Date (whether as a result of a Permitted Acquisition, Intercompany Acquisition, merger, creation, or otherwise) to execute and deliver to Administrative Agent all required Collateral Documents (in form and substance acceptable to Administrative Agent) creating Liens in favor of Administrative Agent on behalf of the Lenders to the extent Liens are required in such assets pursuant to SECTION 6.1.

  • Each Subsidiary of the Company (other than the Excluded Subsidiaries) has duly executed and delivered to the (i) Company an Intercompany Demand Note and, if required pursuant to Section 6.11, an Intercompany Acquisition Note and (ii) Administrative Agent, (A) a counterpart signature page to the Subsidiary Guaranty and (B) a Subsidiary Pledge Agreement if any such Subsidiary owns any stock.

  • No Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any Subsidiary of such Company, EXCEPT for sales, leases, transfers, or other such distributions to (i) to another Company (ii) pursuant to Permitted Asset Swaps (iii) pursuant to an Intercompany Acquisition or (iv) as permitted by SECTION 9.23(i).

  • The ability of the CGJ to be a fair and unbiased body in resolving the allegations set forth based on the fact that an FOC member was a past CGJ member.

  • Each of Venus Argentina and Venus International is a newly organized corporation or limited liability company, as the case may be, formed solely to acquire and hold the Venus Assets, and has not engaged in any business other than the Intercompany Acquisition and the ownership and operation of the Venus Assets following the Intercompany Acquisition.

  • These intercepts include 6 m @ 5.9 g/t gold, 12.6 m @ 5.2 g/t, and 9.8 m @ 5.0 g/t in addition to previously drilled intercepts yielding 9.2 m @4.1 g/t and 11.6 m @ 3.2 g/t gold, and provide solid confirmation of the existence of this mineralized zone.

  • No Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any Subsidiary of such Company, except for sales, leases, transfers, or other such distributions (i) by a Company other than Borrower to another Company or (ii) pursuant to an Intercompany Acquisition.


More Definitions of Intercompany Acquisition

Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by SECTION 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.23(E). INTEREST EXPENSE is defined in Section 9.30. INTEREST PERIOD is determined in accordance with SECTION 3.10.
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Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by Section 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under Section 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under Section 9.23(e).
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Intercompany Acquisition means (i) a merger, consolidation, amalgamation, or combination by any Company with another Company permitted by SECTION 9.25, or (ii) sales, assignments, transfers, or dispositions of the capital stock (or other ownership interests) of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.25; and (iii) sales or dispositions of all or substantially all the assets of a Company to the extent transferred by one Company to another Company as permitted under SECTION 9.23(e).
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Intercompany Acquisition shall have the meaning provided in Section 10.05(r).
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Related to Intercompany Acquisition

  • 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.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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

  • 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.

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • 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.

  • 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.

  • 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);

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • 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).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • 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.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • 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:

  • 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.