Permitted Serologicals Acquisition definition
Permitted Serologicals Acquisition means the acquisition, by merger or otherwise, of one hundred percent (100%) of the Capital Stock of Serologicals pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 25, 2006, as amended, modified and supplemented, by and among the Company, Charleston Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company, and Serologicals; provided that (a) material amendments, modifications and supplements to the Merger Agreement that are adverse to the Lenders shall be reasonably acceptable to the Administrative Agent and the Lenders, and (b) total purchase consideration therefor (including cash-out of equity-based awards and assumed convertible debentures and indebtedness) is not more than US$1.5 billion.