Redhawk Acquisition Agreement definition

Redhawk Acquisition Agreement means that certain Agreement and Plan of Merger dated as of August 8, 2017 by and among Wabash, Merger Sub and Redhawk (without giving effect to any amendment, modification, supplement, consent or waiver that is materially adverse to the Lenders, unless consented to by Agent, (it being understood that any change in the purchase price of the Redhawk Acquisition shall be deemed to be materially adverse to the Lenders, except (i) any decrease in the purchase price of 5% or less of the aggregate consideration payable in connection with the Redhawk Acquisition shall not be material and adverse to the interests of the Lenders, (ii) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is solely funded by (x) the cash proceeds from an issuance of common stock by Wabash, (y) consideration in the form of an issuance of common stock of Wabash, or a combination thereof or (z) other cash balances available to the Wabash, and (iii) any decreases in purchase price and (without duplication) decreases in the cash portion of the purchase price shall not be deemed to be materially adverse to the Lenders so long as such purchase price reduction shall reduce dollar-for-dollar the commitments in respect of the Bridge Facility)).
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Redhawk Acquisition Agreement means that certain Agreement and Plan of Merger dated as of August 8, 2017 by and among Wabash, Merger Sub and Redhawk (without giving effect to any amendment, modification, supplement, consent or waiver that is materially adverse to the Lenders, unless consented to by Agent.
Sample 1
Redhawk Acquisition Agreement means that certain Agreement and Plan of Merger dated as of August 8, 2017 by and among Wabash, Merger Sub and Redhawk (without giving effect to any amendment, modification, supplement, consent or waiver that is materially adverse to the Lenders, unless consented to by Agent, (it being understood that any change in the purchase price of the Redhawk Acquisition shall be deemed to be materially adverse to the Lenders, except (i) any decrease in the purchase price of 5% or less of the aggregate consideration payable in connection with the Redhawk Acquisition shall not be material and adverse to the interests of the Lenders, (ii) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is solely funded by
Sample 1

Related to Redhawk Acquisition Agreement

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement as defined in the recitals hereto.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Contribution Agreement has the meaning set forth in the Recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Support Agreement has the meaning set forth in the Recitals.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;

  • Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;