Permitted Business Acquisitions definition

Permitted Business Acquisitions means acquisitions of all or substantially all of the assets of, or shares or other equity interests in, a person or division or line of business of a person engaged in the same business as Holdings and the Restricted Subsidiaries or in a related business if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing, (ii) all transactions related thereto shall be consummated in accordance with applicable laws, (iii) at least 90% of the outstanding capital stock or other ownership interests of any acquired or newly formed corporation or other entity must be owned directly by the Company or a Domestic Restricted Subsidiary (it being understood that the acquisition of less than 90% of the capital stock of any corporation or other entity which is owned by a person, division or line of business acquired in a Permitted Business Acquisition shall not be prohibited by this clause) and, except as provided in Section 5.18(c), such corporation or entity shall become a Restricted Subsidiary and a Guarantor and execute a counterpart to the relevant Security Documents, and, except as provided in Section 5.18(c), all capital stock or other equity interest created or acquired and all property acquired in connection with such acquisition (other than Excluded Collateral) shall be duly and validly pledged to the Collateral Agent for the ratable benefit of the Secured Parties to the extent required by Section 5.18, and (iv) (A) Holdings shall be in compliance, on a pro forma basis, with the covenants contained in Sections 6.14 and 6.15 recomputed as at the last day of the most recently ended fiscal quarter of Holdings, and the Company shall have delivered to the Administrative Agent an officers' certificate to such effect, together with all relevant financial information for such acquired corporation, entity or assets, and (B) the acquired corporation or entity shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01). For purposes of Section 6, any Restricted Subsidiary satisfying the requirements of clause (iii) above shall be deemed to be a "wholly owned subsidiary".
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Permitted Business Acquisitions. Acquisitions pursuant to which : (i) no Default or Event of Default shall have occurred and be continuing after giving effect to such Acquisition, (ii) such Acquisition shall be consummated in accordance with applicable laws, (iii) 50% of the outstanding Capital Stock or other ownership interests of any acquired or newly formed Person must be owned directly by the Company or a Restricted Subsidiary and such Person shall become a Restricted Subsidiary hereunder, and (iv) the Company shall be in compliance, on a pro forma basis, with the financial covenants contained in subsection 9.1 recomputed as at the last day of the most recently ended fiscal quarter of the Company, and the Company shall have delivered to the Administrative Agent an officers’ certificate to such effect.
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Permitted Business Acquisitions. Acquisitions pursuant to which : (i) no Default or Event of Default shall have occurred and be continuing after giving effect to such Acquisition, (ii) such Acquisition shall be consummated in accordance with applicable laws, (iii) 50% of the outstanding Capital Stock or other ownership interests of any acquired or newly formed Person must be owned directly by the Company or a Subsidiary and such Person shall become a Subsidiary hereunder, (iv) the consideration paid therefor consists solely of common stock of the Company (and shall not include any assumption of Indebtedness), and the aggregate consideration paid therefor, together with the aggregate consideration paid for any other such purchase or acquisition consummated after the Restatement Effective Date in reliance on subsection 9.7(d) (including, in each case, 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)) shall not exceed $50,000,000, provided that the limitations of this clause (iv) shall not apply to any payment of consideration constituting reinvestment of the Net Cash Proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event” to the extent permitted by subsection 2.5(b), and (v) the Company shall be in compliance, on a pro forma basis, with the financial covenants contained in subsection 9.1 recomputed as at the last day of the most recently ended fiscal quarter of the Company, and the Company shall have delivered to the Administrative Agent an officers’ certificate to such effect.
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Examples of Permitted Business Acquisitions in a sentence

  • The Borrower will use the proceeds of the Revolving Facility Loans and the Swingline Loans for working capital needs and other general corporate purposes (including, without limitation, for Permitted Business Acquisitions and to make Permitted Investments).

  • Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

  • Employees’ perception on personnel cost reduction project as well as the whole organization was got by asking open questions in the questionnaire.

  • Use the proceeds of the Revolving Loans and Swingline Loans and use Letters of Credit for general corporate purposes and working capital (including for capital expenditures and Permitted Business Acquisitions, in each case to the extent not prohibited hereunder).

  • The proceeds of the New Term Loan shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Business Acquisitions).

  • The proceeds of the Revolving Facility Loans will be used for general corporate purposes (including for the repurchase of the Industrial Revenue Bonds and Permitted Business Acquisitions).

  • Use the proceeds of the Loans (i) to repay in full all amounts in respect of the Existing Credit Agreement and (ii) for general corporate purposes not in contravention of any Law or of any Loan Document, including, without limitation, Permitted Acquisitions, Permitted Business Acquisitions, Permitted Share Repurchases, Permitted Note Repurchases and Redemptions and working capital purposes.

  • The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

  • The proceeds of the Revolving Loans, Swing Line Loans and any Term B Loans comprising part of a Facilities Increase made after the Closing Date will be used solely to provide for the working capital requirements of the Company and its Subsidiaries and for the general corporate purposes of the Company and its Subsidiaries, including Permitted Business Acquisitions and to finance Consolidated Capital Expenditures and Restricted Payments permitted by SECTION 7.07.

  • The Borrower will use the proceeds of the Revolving Loans for working capital needs and other general corporate purposes (including, without limitation, to finance (x) costs and expenses in connection with the Transactions and (y) any Permitted Business Acquisitions); provided that the aggregate principal amount of Revolving Loans and Letters of Credit made on the Closing Date shall be subject to the Closing Date Revolver Cap.


More Definitions of Permitted Business Acquisitions

Permitted Business Acquisitions any acquisition of the rights to provide DirecTv pursuant to any Contract or acquisition of all or substantially all the assets of, or shares or other equity interests in, a Person or division or line of business of a Person or other significant assets of a Person which includes the acquisition of such rights in additional Service Areas on or before December 31, 1998 provided that: (a) the purchase price of such acquisition does not exceed the greater of (i) $120 times the number of Households in the acquired Service Area, or (ii) $1800 times the number of Subscribers in the acquired Service Area, (b) immediately after giving effect to such acquisition, the Borrower's Subscriber Base does not increase by more than 50%; (c) immediately after giving effect to such acquisition the total number of Households within the Borrower's Service Areas does not increase by more than 30%, (d) upon the consummation of such acquisition, the Available Revolving Credit Commitments of all Lenders are greater than (i) $10,000,000 if such acquisition is consummated on or before December 31, 1997, or (ii) $5,000,000 if such acquisition is consummated after December 31, 1997, (e) no Default or Event of Default shall have occurred and be continuing or result therefrom, (f) all transactions related thereto shall have been consummated in all material respects in accordance with applicable laws and (g) all actions required to be taken, if any, with respect to such acquired assets or newly formed subsidiary under subsection 7.10 shall have been taken.
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Permitted Business Acquisitions acquisitions of all or substantially all of the assets of, or all of the shares or other equity interests in, a Person or division or line of business of a Person engaged in the same business as the Company and its Subsidiaries or in a related business if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing after giving effect to such acquisition, (ii) all transactions related thereto shall be consummated in accordance with applicable laws, (iii) 75% of the outstanding capital stock or other ownership interests of any acquired or newly formed corporation or other entity must be owned directly by the Company or a Restricted Subsidiary and such corporation or entity shall become a Restricted Subsidiary hereunder, (iv) in the case of an acquisition of Capital Stock, the board of directors (or equivalent governing body) of the target company shall have approved such transaction, and (v) the Company shall be in compliance, on a pro forma basis, with the covenants contained in subsection 9.1 recomputed as at the last day of the most recently ended fiscal quarter of the Company, and the Company shall have delivered to the Administrative Agent an officers' certificate to such effect, together with all relevant financial information for such acquired corporation, entity or assets.
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Permitted Business Acquisitions any acquisition of all or substantially all the assets of, or shares or other equity interests in a Person in the theater exhibitor or related business, or a division, line of business or asset useful in the theater exhibitor or related business of any Person (or any subsequent investment made in a previously acquired Permitted Business Acquisitions) if immediately after giving effect thereto: (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) all transactions related thereto shall be consummated in accordance with applicable laws, (c) any acquired or newly formed corporation, partnership, association or other business entity shall be a Wholly Owned
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Permitted Business Acquisitions means any acquisition by the Company ------------------------------- or a Company Group Subsidiary of all or substantially all the assets of, or Equity Interests in, a Person or division or line of business of a Person which, in any case, is engaged in a telecommunications business contemplated by the definition of Telecommunications Assets and is acquired as a going concern; provided, that any entity acquired in connection with a Permitted Business -------- Acquisition executes and delivers a Subsidiary Guarantee Agreement, the Security Agreement and all other applicable Security Documents, including, if applicable, the Pledge Agreement.
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Related to Permitted Business Acquisitions

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value (as determined in good faith by the Borrower) in excess of $50.0 million, the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) the Borrower and the Subsidiaries are in compliance with Section 5.09 to the extent required thereby with respect to any person acquired in such acquisition, and (vi) the aggregate amount of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition shall not exceed the sum of (x) the greater of (I) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition or investment for which financial statements have been delivered pursuant to Section 5.04 and (II) $500.0 million and (y) the portion of Cumulative Credit on the date of such election by the Borrower.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Permitted Business Investments means Investments made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business, including through agreements, transactions, interests or arrangements that permit one to share risk or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including without limitation:

  • Permitted Business means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.

  • Permitted Acquisitions (i) Any Acquisition by the Borrowers where (a) the business or division acquired is substantially similar or materially related to, or the Person acquired is engaged in a business or businesses substantially similar or materially related to, any of the businesses engaged in by the Borrowers on the Closing Date, (b) immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist, (c) the Borrowers have Availability of not less than $10,000,000 after making such Acquisition, (d) the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $25,000,000 for any one such Acquisition, or $50,000,000 in the aggregate in any fiscal year of the Borrowers, (e) immediately after giving effect to such Acquisition, the Borrowers are in pro forma compliance with all the financial ratios and restrictions set forth in Sections 6.17 and 6.18, (f) the Senior Leverage Ratio, both on a pro forma basis reflecting consummation of the Acquisition under consideration and as of the last day of the fiscal quarter ending immediately prior to the consummation of such Acquisition, is less than the maximum allowed Senior Leverage Ratio less 0.25, (g) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition, (h) reasonably prior to such Acquisition, the Agent shall have received drafts of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Agent may reasonably require to evidence the termination of Liens on the assets or business to be acquired upon consummation thereof, (i) not less than ten Business Days prior to such Acquisition, the Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the material terms and conditions, including material economic terms, of the proposed Acquisition, and the calculation of Pro Forma EBITDA relating thereto, (j) consents shall have been obtained in favor of the Agent and the Banks to the collateral assignment of rights and indemnities under the related acquisition documents and (if delivered to the Borrowers) opinions of counsel for the selling party in favor of the Agent and the Banks shall have been delivered, and (k) the provisions of Section 6.5 have been satisfied; (ii) any Acquisition by the Borrowers that does not satisfy all of the conditions described in subclauses (a) through (k) of clause (i) of the definition of Permitted Acquisitions but does satisfy the conditions described in subclauses (b), (c), (e), (g), (h) and (k) of clause (i) of the definition of Permitted Acquisitions and the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $2,500,000 for any one Acquisition or $5,000,000 in the aggregate in any fiscal year; or (iii) any other Acquisition consented to in writing by the Majority Banks. For purposes of the foregoing, “total consideration” shall mean, without duplication, cash or other consideration paid, the fair market value of property or stock exchanged (or the face amount, if preferred stock) other than common stock of the Borrowers’ Agent, the total amount of any deferred payments or purchase money debt, all Seller Indebtedness, and the total amount of any Indebtedness assumed or undertaken in such transactions.

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • Permitted Businesses means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

  • Permitted Bid Acquisitions has the meaning set forth in the definition of "Acquiring Person" herein.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Acquisitions means the acquisition by the Borrower or its Subsidiaries of at least a majority of the capital stock or all or substantially all of the property of another Person, division of another Person or other business unit of another Person, whether or not involving a merger or consolidation of such Person; provided, that such Person or property is used or useful in a Permitted Line of Business.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Related Business means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

  • Exempt Acquisition means an acquisition of Voting Shares or Convertible Securities:

  • Permitted Capital Expenditures has the meaning given that term in Section 9.12(b).

  • Permitted Joint Ventures means one or more joint ventures formed (a) by the contribution of some or all of the assets of the Company’s or a Permitted Affiliate Parent’s business solutions division pursuant to a Business Division Transaction to a joint venture formed by the Company, a Permitted Affiliate Parent or any of the Restricted Subsidiaries with one or more joint venturers and/or (b) for the purposes of network and/or infrastructure sharing with one or more joint venturers.

  • Asset Sales means any sale or disposition of assets of the Company or any of its Subsidiaries or series of related sales or dispositions of assets of the Company or any of its Subsidiaries (other than the sale of inventory in the ordinary course of business).

  • Permitted Joint Venture Investment means, with respect to any specified Person, Investments in any other Person engaged in a Permitted Business of which at least 40% of the outstanding Capital Stock of such other Person is at the time owned directly or indirectly by the specified Person.

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.