Material Acquisitions definition

Material Acquisitions means an acquisition or similar investment where the aggregate consideration therefor (including Debt assumed by the transferee 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) exceeds $150,000,000.

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Material Acquisitions means, Acreage Holdings’ acquisitions of (i) D&B Wellness, LLC d/b/a Compassionate Care Center of Connecticut; (b) Prime Wellness of Connecticut, LLC; (c) The Wellness & Pain Management Connection, LLC; and (d) Prime Alternative Treatment Center Consulting, LLC, each of which constitutes a “primary business” within the meaning of Form 41-101F1 Information Required in a Prospectus;

Material Acquisitions means an acquisition or similar investment where the aggregate consideration therefor (including Indebtedness assumed by the transferee 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) exceeds $150,000,000. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent, the Issuing Banks or any Lender under the Loan Documents, or of the ability of the Loan Parties to perform their Obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. “Material Disposition” means a disposition where the aggregate consideration therefor (including Indebtedness assumed by the transferee 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) exceeds $150,000,000. “Material Indebtedness” means Indebtedness (other than the Loans and Guarantees under the Loan Documents), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time. “Material Subsidiary” means each Subsidiary that is not an Immaterial Subsidiary.

Examples of Material Acquisitions in a sentence

Pro forma treatment of Material Acquisitions and Material Dispositions shall not apply to the calculation of this ratio.
As of the last day of any Fiscal Quarter, permit the Consolidated Total Leverage Ratio to be greater than 3.75:1.00; provided that for the four Fiscal Quarters ending after the date of a Material Acquisition, such maximum Consolidated Total Leverage Ratio shall be deemed to be 4.25:1.00, and thereafter 3.75:1.00; provided, further, that such deemed increase pursuant to the foregoing proviso shall not apply to more than two Material Acquisitions consummated during the term of this Agreement.
The Data Room contains copies of all acquisition agreements relating to all Material Acquisitions made by the Target Companies in the past 24 months.
Permit the Leverage Ratio to be greater than 3.00 to 1.00 as of the end of any Fiscal Quarter; provided that the Leverage Ratio may be up to 3.25 to 1.00 for up to four (4) consecutive Fiscal Quarters following each Material Acquisition, provided further that notwithstanding successive Material Acquisitions, the Leverage Ratio may not exceed 3.00 to 1.00 for more than four (4) consecutive Fiscal Quarters in any period of five (5) Fiscal Quarters.
Material Dispositions and Material Acquisitions shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.
The Borrower and its Subsidiaries are in compliance with the terms of Section 7.2.6 of the Credit Agreement regarding Material Acquisitions.* *If the Gross Asset Value of the acquired business or Person exceeds 30% of the Gross Asset Value of the Borrower and its Subsidiaries (after giving effect to the Acquisition), it is considered a Material Acquisition.

More Definitions of Material Acquisitions

Material Acquisitions means those material acquisitions referred to in the Material Acquisition Agreements. “Material Contract” means (i) Data Room documents set out in Schedule 12 and (ii) the Material Supplier Contracts.

Material Acquisitions means all transactions contemplated by the Material Acquisition Agreements.

Material Acquisitions means any acquisition or series of related acquisitions within a period of ninety (90) days by the Borrower or any Restricted Subsidiary that are either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) involve aggregate consideration (including the aggregate principal amount of any Indebtedness assumed in connection with such acquisition) of at least $30,000,000

Material Acquisitions means, for any four quarter period, operating units or entities acquired by BTOPI and its Subsidiaries during such period, other than those acquired for consideration not greater than $5,000,000 for any such operating unit or entity.

Material Acquisitions means, collectively, the direct and indirect acquisitions made by the Purchaser pursuant to that certain Asset Purchase Agreement dated March 11, 1998 and made among the Purchaser, ChequeMARK Holdings, Inc., ChequeMARK Inc. and ChequeMARK Technologies Corporation, that certain Patent Purchase Agreement dated March 11, 1998 and made among the Purchaser, ChequeMARK Holdings, Inc., ChequeMARK Patent Inc, ▇▇▇▇▇▇ ▇. Hills and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, that certain Share Purchase Agreement dated as of November 30, 1999 and made among the Purchaser, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇ Runner and that certain Share Purchase Agreement dated as of January 4, 2000 and made among CFDC Holdings Corp., ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇;