Pre-Closing Acquisition definition

Pre-Closing Acquisition means the acquisition by PTC, of certain Acquired Assets (as defined in the Purchase Agreement) pursuant to the terms of the Purchase Agreement.
Pre-Closing Acquisition means any Investment consisting of the purchase of media content, domain names and/or domain name portfolios or any Acquisition by any Loan Party or any Subsidiary that occurred prior to the Closing Date.
Pre-Closing Acquisition means Pineapple’s acquisition of substantially all of the assets of HEC and E-Gear and assumption of certain liabilities of HEC and E-Gear pursuant to that certain Asset Purchase Agreement, dated March 1, 2021, as amended by an Amendment No. 1 to Asset Purchase Agreement dated December 16, 2021 (the “Pre-Closing Acquisition Agreement”), by and among Pineapple, HEC, and E-Gear and Steven P. Godmere, as representative for the Sellers (as defined in the Pre-Closing Acquisition Agreement).

Examples of Pre-Closing Acquisition in a sentence

  • From the date hereof until the Closing, the Company shall keep the Parent reasonably informed of the status of and the material activities, events, and occurrences relating to the Pre-Closing Financing and the Pre-Closing Acquisition, including the achievement of and progress towards satisfaction of the conditions to closing the transactions contemplated by the Pre-Closing Acquisition Agreement.

  • The Company shall not agree to any amendment or modification to or terminate the Pre-Closing Acquisition Agreement or consent to or waive any term or condition of the Pre-Closing Acquisition Agreement, including any closing condition relating to the absence of a Material Adverse Effect, in each case, without the Parent’s prior written consent.

  • The Company shall provide the Parent access to all material information, documents, and materials in its possession or received by the Company relating to the transactions contemplated by the Pre-Closing Acquisition Agreement.

  • Moreover, a BIG would most reasonably be delivered through the income tax system in which both levels of government are involved.

  • Pre-Closing Covenants of CompanyExcept (x) in connection with the Pre-Closing Financing, the Pre-Closing Acquisition and the Equity Offering, (y) as otherwise provided in this Agreement or consented to in writing by the Parent and (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the Closing, the Company shall conduct the business of the Company only in the ordinary course of business consistent with past practice.

  • This final valuation will be based on the actual net tangible and intangible assets of CSI, HEC, and E-Gear existing at the closing date of the Pineapple Merger Transaction and Pre-Closing Acquisition.

  • Notwithstanding anything to the contrary in any Loan Document, prior to the earlier of (i) the Concord Acquisition Closing Date or (ii) the Pre-Closing Acquisition Debt Redemption, the Lenders agree and acknowledge that Amendment No. 1 constitutes written notice to the Lenders that no Lender will have any recourse to the stock or assets of the Pre-Closing Acquisition Debt Issuer(s) with respect to the Pre-Closing Acquisition Debt.

  • Thus, the allocation of the purchase consideration for the Pineapple Merger Transaction and Pre-Closing Acquisition depends upon certain estimates and assumptions, all of which are preliminary.

  • Subject to the conditions to effectiveness set forth below, each of the Lenders party hereto hereby consents to any Pre-Closing Acquisition Debt Issuer incurring the Pre-Closing Notes in the manner described in, and subject to the terms of, this Amendment.

  • Pursuant to Section 6.3(b) of the Existing Agreement, the Parent hereby consents to (a) the amendment of the Pre-Closing Acquisition Agreement in substantially the form provided by the Company to Parent prior to the date hereof, including to extend the Outside Date (as defined therein) to March 31, 2022 and (b) the amendment of the agreements with Hercules Capital, Inc.


More Definitions of Pre-Closing Acquisition

Pre-Closing Acquisition means the transactions contemplated by that certain Asset Purchase Agreement, dated as of the date hereof (the “Pre-Closing Acquisition Agreement”), by and among the Company, Hawaii Energy Connection, LLC, a Hawaii limited liability company, and E-Gear, LLC, a Hawaii limited liability company, and Steven P. Godmere, a resident of the State of Hawaii, as representative for the Sellers (as defined in the Pre-Closing Acquisition Agreement).
Pre-Closing Acquisition has the meaning specified on Schedule 1.1.
Pre-Closing Acquisition means a series of related transactions whereby (i) unitholders of Pre-Closing Acquisition Target (excluding Epic) will contribute their units of Pre-Closing Acquisition Target to the Company in exchange for Company Common Stock (which contribution may be effected via a merger of Pre-Closing Acquisition Target with a wholly-owned subsidiary of the Company with either Pre-Closing Acquisition Target or such subsidiary surviving as a subsidiary of the Company and the pre-merger unitholders of Pre-Closing Acquisition Target (excluding Epic) receiving shares of Company Common Stock), and (ii) Merger Sub 3 will merge with and into Epic, with Epic surviving such merger as a wholly-owned subsidiary of the Company. As a result of such merger, (x) the holders of Epic Common Stock will receive Company Common Stock and (y) the holders of shares of Epic Series D-1 Preferred Stock and Epic Series D-2 Preferred Stock will receive equivalent preferred interests in the Company in exchange for their shares of Epic Series D-1 Preferred Stock and Epic Series D-2 Preferred Stock (such interests, the “Series D-1 Shares” and the “Series D-2 Shares”, respectively). Following the foregoing transactions, the Company will contribute all of its interests in Pre-Closing Acquisition Target to Epic such that Pre-Closing Acquisition Target will become a wholly-owned subsidiary of Epic.
Pre-Closing Acquisition means the transactions contemplated by that certain Asset Purchase Agreement, dated as of the date hereof (the “Pre-Closing Acquisition Agreement”), by and among the Company, Hawaii Energy Connection, LLC, a Hawaii limited liability company, and E-Gear, LLC, a Hawaii limited liability company, and Sxxxxx X. Xxxxxxx, a resident of the State of Hawaii, as representative for the Sellers (as defined in the Pre-Closing Acquisition Agreement).

Related to Pre-Closing Acquisition

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).