Original Acquisition Agreements definition

Original Acquisition Agreements means (i) Original Membership Interest Purchase Agreement, and (ii) the Asset Purchase and Sale Agreement dated as of January 30, 2012 by and among ISG, Sellers, the JK Trust, Borrower and Parent, as amended, including amendments dated June 6, 2012, August 20, 2012, and September 21, 2012 and all exhibits and schedules thereto.
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Examples of Original Acquisition Agreements in a sentence

  • The 3B Trigger will be tested at each quarter end from the payment date set out in the Original Acquisition Agreements until the SunsetDate.

  • These deferred payments are calculated on a different basis to Photon’s typical payment calculation contained in the Original Acquisition Agreements described in Section 1.3.1 and Section 11.6.1. Photon is not a party to the acquisition agreement with Domain Enterprise, however, following the completion of the acquisition of DBS, these expected future payments are included in Photon’s Pro-Forma Historical BalanceSheet.

  • The 3A Trigger will be tested at each quarter end from the payment date set out in the Original Acquisition Agreements until the date that is five years from the payment date in the Original Acquisition Agreements (“Sunset Date”).The 3A Trigger is subject to adjustment in certain circumstances, including a downward adjustment where any PhotonOperating Entity is divested in the 12 month period ending on the relevant quarter end.

  • Reference is made to the announcements of the Company dated 8 October 2010, 25 November 2010 and 14 December 2010, in which the Board announced that the Purchaser entered into the Original Acquisition Agreements with the Vendors with the intention to acquire the entire equity interests of the PRC Target Company.

  • Save for the paid up capital of US$10,000 and its interest in 150 shares of US$1 each in MPIL, representing 15% of the entire issued share capital of MPIL, Dormer does not have any material assets or liabilities as at the date of the Original Acquisition Agreements.

  • Termination of the Original Acquisition Agreements Pursuant to the Acquisition Agreements, the Original Acquisition Agreements shall be terminated upon signing of the Acquisition Agreements, and there shall be no claim or liabilities whatsoever arising from or related to the parties to the Original Acquisition Agreements.

  • The Original Acquisition Agreements with the Vendors of the 15 Operating Entities are not uniform.

  • The multiple which is applied to the average EBIT is dependent on the growth of the Operating Entities’ EBIT during a future time period set out in the Original Acquisition Agreements.

  • The Deferred Consideration Payment is typically calculated by applying a multiple agreed upon in the Original Acquisition Agreements to the average EBIT of 73 the Operating Entity during a future time period agreed upon in the Original Acquisition Agreements.

Related to Original Acquisition Agreements

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

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

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement dated as of June 30, 2017 by and among each of the Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.

  • Subsidiary Financing Agreement means the agreement to be entered into between the Borrower and PPWSA pursuant to Section 3.02 of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

  • Existing Agreements means the [*****].

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.