Proposed Acquisition definition

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).

Proposed Acquisition shall have the meaning provided in Section 10.10(a).

Proposed Acquisition means (a) any proposed acquisition that is consensual and approved by the board of directors or other similar governing body or Person(s) with regard to such Proposed Acquisition Target, of all or substantially all of the assets or Stock of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower (or by Parent to the extent such assets and Stock are transferred to the Borrower or any Subsidiary of the Borrower contemporaneously with such acquisition) or (b) any proposed 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 entity).

Examples of Proposed Acquisition in a sentence

• It is intended that the Proposed Acquisition and the Proposed JV Formation (including the Proposed JV Share Subscription) are conditional upon each other, and the completions of the Proposed Acquisition and the Proposed JV Share Subscription will take place simultaneously.

• If the Proposed Acquisition materializes and proceeds to completion, it is expected that neither Itochu nor Suzuki will become a substantial shareholder of the Company because of the allotment and issuance of the Consideration Shares.

• The Proposed Acquisition is conditional upon, amongst other things, the entering into of the Formal Acquisition Agreement and all the conditions precedent therein being fulfilled (or waived, if applicable).

• The consideration for the Proposed Acquisition is intended to be determined with reference to, amongst other things, the appraised value of DNG and the book value of the assets and liabilities of DNG, payable by way of Consideration Shares to be allotted and issued by the Company (subject to the terms and conditions under the Formal Acquisition Agreement).

• Represents grant of Restricted Stock Units (the "RSUs") payable solely in common stock of the Issuer, which has entered into an Agreement and Plan of Merger ("Merger Agreement") with CB Neptune Holdings, LLC ("Neptune"), pursuant to which Neptune will, subject to the terms andconditions of the Merger Agreement, acquire the Issuer (the "Proposed Acquisition"), and pursuant to which the Issuer will continue as the surviving corporation operating as a wholly owned subsidiary of Neptune (the "Merger").

More Definitions of Proposed Acquisition

Proposed Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders 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 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 has the meaning assigned to such term in Section 9.19(a)(iii).

Proposed Acquisition shall have the meaning set forth in Section 4.1(b).

Proposed Acquisition means the proposed acquisition of a beneficial interest in the holder of a registration.

Proposed Acquisition means any acquisition permitted by this Agreement by the Borrower or any Subsidiary of Oil and Gas Properties (or of Equity Interests in a Person owning Oil and Gas Properties) for which a binding purchase and sale agreement or similar definitive agreement has been signed by the Borrower or a Subsidiary with an unrelated third party.

Proposed Acquisition means (a) any proposed acquisition that is consensual and approved by the board of directors (or other applicable governing body) of the applicable Proposed Acquisition Target, of all or substantially all of the assets or Stock of such Proposed Acquisition Target by the Borrower or any Subsidiary (that is a Loan Party) of the Borrower or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary (that is a Loan Party) of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

Proposed Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than 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 50% of the aggregate fair market value of the Company 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 50% of the voting power of the then outstanding shares of capital stock of the Company.