Material Acquisition definition

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).

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Material Acquisition means any acquisition by the Borrower or any Subsidiary in which the assets acquired exceed 10.0% of the consolidated total assets of the Borrower and its Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter of the Borrower for which financial statements are publicly available.

Material Acquisition as defined in the definition of “Consolidated EBITDA”.

Examples of Material Acquisition in a sentence

The Company will not permit the Total Leverage Ratio as of the last day of each fiscal quarter of the Company to exceed 60% (the “Maximum Leverage Level”); provided that the Maximum Leverage Level (i) shall be increased to 65% for the last day of the first four fiscal quarters of the Company immediately following the date of consummation of a Material Acquisition and (ii) the Maximum Leverage Level shall return to 60% for at least one fiscal quarter of the Company after such four fiscal quarters.
The Company will not permit the Unencumbered Leverage Ratio as of the last day of each fiscal quarter of the Company to exceed 60% (the “Maximum Unencumbered Leverage Level”); provided that the Maximum Unencumbered Leverage Level (i) shall be increased to 65% for the last day of the first four fiscal quarters of the Company immediately following the date of consummation of a Material Acquisition and (ii) the Maximum Unencumbered Leverage Level shall return to 60% after such four fiscal quarters.
No such fees shall be payable in connection with any prepayment or repayment of the Initial Term Loans, First Amendment Incremental Term Loans, Second Amendment Incremental Term Loans, Third Amendment Incremental Term Loans or Delayed Draw Term Loans (i) on or after the first anniversary of the Second Amendment Effective Date or (ii) if such prepayment or repayment is made in connection with a Qualifying IPO, a Material Acquisition or a Change of Control or with Declined Amounts.

More Definitions of Material Acquisition

Material Acquisition means any acquisition (or series of related acquisitions) or investments (or series of related investments) permitted by this Agreement and consummated in accordance with the terms of this Agreement for which the aggregate consideration paid in respect of such acquisition or investment (including any Indebtedness assumed in connection therewith) exceeds 10% of Total Asset Value for the Current Reporting Quarter, without giving pro forma effect to such acquisition.

Material Acquisition means any acquisition or series of related acquisitions that involves consideration (including non-cash consideration) with a fair market value, as of the date of the closing thereof, in excess of $10,000,000,000.

Material Acquisition mean an acquisition of assets with a total cost that is more than ten percent (10%) of the Total Asset Value based on the most recent Compliance Certificate submitted prior to such acquisition.

Material Acquisition means a transaction or series of transactions comprised of the acquisition of the Equity Interests of a Person or the acquisition of assets from a Person, in each case for consideration of at least $5,000,000.

Material Acquisition means any acquisition of Property or series of related acquisitions of Property that involves the payment of consideration by the Note Parties and their Consolidated Restricted Subsidiaries in excess of $2,000,000.

Material Acquisition means any Acquisition the aggregate consideration therefor (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $1,000,000,000.

Material Acquisition means the acquisition by the Company or one of its Subsidiaries of an Acquisition Target for aggregate cash consideration of $50,000,000 or more.