Partial Acquisition definition

Partial Acquisition means an acquisition of part only of—

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Partial Acquisition means Parent’s or Acquisition Sub’s, as applicable, acquisition of the Shares in accordance with the terms and conditions of the Offer and in an amount less than the amount required to satisfy the Merger Condition.

Partial Acquisition means a transaction pursuant to which Seller agrees to sell or otherwise transfer less than all of the Acquired Assets.

Examples of Partial Acquisition in a sentence

• Subject to Section 8.6(a), this Agreement shall automatically terminate upon the consummation of a Partial Acquisition.

• Simultaneously with the execution of this Agreement, Acquisition Sub and the Company shall execute and deliver the Stockholder Rights Agreement, which will become effective only upon the consummation of a Partial Acquisition.

• This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the consummation of a Partial Acquisition (the “Effective Date”).

• In the event that the Merger Agreement is validly terminated in accordance with its terms prior to a Partial Acquisition or if the Merger Condition is satisfied, this Agreement shall automatically and immediately terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

• Where the Company (or an Affiliate) or the Enumerated Parties acquire less than the entire ownership interest in assets that are the subject of a Covered Transaction (a "Partial Acquisition"), Total Value shall be determined by reference to the consideration paid or assumed or forgiven in the aggregate by the Company, its Affiliates and the Enumerated Parties, and not by any other third parties.

• This Agreement shall automatically terminate upon the consummation of a Partial Acquisition.

• At or prior to the consummation of a Partial Acquisition, but only in the event of a Partial Acquisition, Parent and the Company will execute and deliver the Amended and Restated Stockholder Rights Agreement, which shall amend and restate the Stockholder Rights Agreement if the Stockholder Rights Agreement has been executed prior to such consummation of a Partial Acquisition.

More Definitions of Partial Acquisition

Partial Acquisition means any transaction in which DaVita acquires a direct or indirect interest of less than 100% in one or more dialysis clinics or programs. DaVita HealthCare Partners Inc. Corporate Integrity Agreement

Partial Acquisition means Buyer acquiring less than all of the issued and outstanding shares of MSK Common Stock at the Closing so that after the Closing Buyer does not own all of the issued and outstanding shares of capital stock of MSK or, if Buyer elects an alternative structure pursuant to Section 8.2(g), one or more of the Stockholders contest or otherwise dispute (including, without limitation, exercising appraisal rights) the transactions contemplated by the alternative structure, regardless of whether Buyer acquires all of the issued and outstanding shares of capital stock of MSK in such transaction.

Partial Acquisition means the acquisition of only a part of the Land pursuant to the Land Acquisition A▇▇ ▇▇▇▇ which does not constitute a Total Acquisition;

Partial Acquisition means any transaction in which DaVita acquires a direct or indirect interest of less than 100% in one or more dialysis clinics or programs.

Partial Acquisition means the acquisition of only a part of the Land pursuant to the Land Acquisition Act 1960 which does not constitute a Total Acquisition;

Partial Acquisition means that the original entity continues to exist, but that a new entity absorbs or takes over part of the rights and obligations of the original entity. Thus, some of the rights and obligations (and contracts) of the original entity are transferred to the new entity. Since the beneficiary continues to exist as a legal entity and only some of its rights and obligations are affected, a case-by-case analysis is needed to determine the impact on the rights and obligations under the FPA/SGA (and the need for a fully-fledged FPA/SGA amendment).