Large Acquisition definition
Examples of Large Acquisition in a sentence
A Restricted Party holding Applicable Shares shall notify the Company in writing of the exercise of its Top Up Right (a “Top Up Exercise Notice”) within 10 days after its receipt of an Acquisition Issuance Notice relating to a Large Acquisition Issuance.
If ConvaTec or any of its Affiliates makes a Permitted Acquisition or a Large Acquisition, or in the case of a Relevant Acquisition (other than a Large Acquisition) until such time as a Purchase of a Restricted Business has occurred, ConvaTec, its relevant Affiliate(s) and the Person acquired may continue with the Restricted Business.
If after such 12-month period, the disposition required to be sought in respect of a Relevant Acquisition (other than any Large Acquisition) has not been consummated, ConvaTec will promptly so notify the Purchaser, and the Purchaser may, within 60 days of receipt of such notice, notify ConvaTec that it requires ConvaTec to obtain an Independent Valuation of Restricted Business.
If CDEC (or its Affiliates) determines to approve a Large Acquisition (regardless of whether or not the Large Acquisition is made through the Company), upon the closing of such Large Acquisition, CDEC shall have the right to purchase from FNBO, and FNBO shall be obligated to sell to CDEC (or its Affiliates), all of FNBO’s Units by paying cash in an amount determined pursuant to Section 4.09(f) (the “CDEC Call Right”).
If CDEC has delivered a CDEC Call Notice and elected not to exercise the CDEC Call Right or CDEC is deemed to have elected not to exercise such right pursuant to Section 4.09(d), FNBO shall have the right to sell to CDEC, and CDEC (or its Affiliates) shall be obligated to buy from FNBO, concurrent with the closing of such Large Acquisition, all of FNBO’s Units by paying cash in an amount determined pursuant to Section 4.09(f) (the “FNBO Put Right”).
The Target Level of both Performance Goals is met in any single fiscal year during the Performance Period and neither a Large Acquisition Transaction nor Change in Control has occurred.
Within ten (10) days of the delivery to FNBO of the CDEC Large Acquisition Notice, FNBO shall deliver a written notice (the “FNBO Put Notice”) to CDEC stating that FNBO has either (x) elected to exercise its FNBO Put Right in which case the notice shall represent a binding obligation, conditioned solely upon the closing of the Large Acquisition, by FNBO to sell all of its Units pursuant to this Section 4.09 or (y) elected not to exercise its FNBO Put Right.
The rights associated with the Class B Units formerly outstanding immediately prior to the consummation of the Large Acquisition shall be deemed terminated and of no further force or effect whatsoever, including, without limitation, with respect to the current supermajority voting provisions of Section 4.01(h) and the appointment of Directors.
If neither the CDEC Call Right nor the FNBO Put Right is exercised, or shall be deemed not to have been exercised, in connection with a Large Acquisition, such rights shall survive and continue with respect to each subsequent Large Acquisition until such time, if any, either of such rights is exercised and all of FNBO’s Units are purchased by CDEC or its Affiliates.
If CDEC or its Affiliates determines to approve a Large Acquisition (or at such earlier time as determined by CDEC or its Affiliates, as applicable), CDEC shall deliver a written notice (the “CDEC Large Acquisition Notice”) to FNBO stating that CDEC or its Affiliates have made such determination, including the current anticipated closing date of the Large Acquisition (the “Projected Closing Date”).