Specified Acquisition Agreement definition

Specified Acquisition Agreement means that certain Asset Purchase Agreement dated as of April 3, 2022 by and among the Company and S&P Global Inc., including all schedules and exhibits thereto and all material documents entered into in connection therewith.

Specified Acquisition Agreement means the Europe Acquisition Agreement or the Latam Acquisition Agreement.

Specified Acquisition Agreement means the Equity Purchase Agreement dated as of the Specified Acquisition Agreement Signing Date, as amended, among the Specified Acquisition Sellers, the Specified Acquisition Parent, the Specified Acquisition Subsidiary and, solely with respect to Section 9.17 thereof, the Parent.

Examples of Specified Acquisition Agreement in a sentence

• Each of the Specified Acquisition Agreement Representations shall be true and correct in all respects as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement Representations shall have been true and correct in all respects as of such earlier date.

• The (i) Specified Acquisition Agreement Representations shall be true and correct as required by the terms of the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects; provided that in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be.

• The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the Closing Date.

• As of the Closing Date, the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification).

• Each of the Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such earlier date.

More Definitions of Specified Acquisition Agreement

Specified Acquisition Agreement means that certain Agreement of Purchase and Sale and Contribution, dated as of November 25, 2020, by and among the sellers disclosed to the Lenders, on the one hand, and SH Marinas, LLC, a Delaware limited liability company, on the other hand as purchaser, as amended, (a) a copy of which was sent by an Authorized Officer of the Borrower to the Administrative Agent on December 21, 2020, and (b) which describes therein the acquisition transactions previously presented to the Lenders by management of the Borrower on December 4, 2020 in connection with the Third Amendment.

Specified Acquisition Agreement is defined in Section 5.4(b) of the Agreement.

Specified Acquisition Agreement means the Agreement and Plan of Merger to be entered into by the Borrower and the other parties thereto in respect of the Specified Acquisition, together with all exhibits, disclosure schedules and other documents relating thereto.

Specified Acquisition Agreement means the acquisition agreement pursuant to which the Specified Acquisition shall be consummated.

Specified Acquisition Agreement means that certain Stock Purchase Agreement dated as of March 3, 2020, by and among the Specified Acquisition Subsidiary, as buyer, MSouth Equity Partners, L.P., Northstar Mezzanine Partners V,L.P. and the other Persons signatory thereto as sellers, and MSouth Equity Partners, L.P., as sellers’ representative thereunder and Vectorply, with respect to the Acquisition by the Company of the Equity Interests in Vectorply.

Specified Acquisition Agreement is defined in Section 5.4(b) of the Agreement. “Stockholder Litigation” means any claim or Legal Proceeding (including any class action or derivative litigation) asserted or commenced by, on behalf of or in the name of, against or otherwise involving the Company, the Board of Directors of the Company, any committee thereof and/or any of the Company’s directors or officers relating directly or indirectly to the Agreement, the Offer, the Merger or any related transaction (including any such claim or Legal Proceeding based on allegations that the Company’s entry into the Agreement or the terms and conditions of the Agreement or any related transaction constituted a breach of the fiduciary duties of any member of the Board of Directors of the Company, any member of the Board of Directors of any of the Company’s Subsidiaries or any officer of the Company or any of its Subsidiaries). An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns, beneficially or of record, (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members

Specified Acquisition Agreement means that certain Agreement and Plan of Merger, dated as of November 7, 2022, by and among WP CityMD Topco LLC, Village Practice Management Company, LLC, Project Teton Merger Sub LLC, and Shareholder Representative Services LLC, as the holder representative (including all schedules, annexes and exhibits thereto, and as amended or modified from time to time).