Speed Acquisition definition

Speed Acquisition means the acquisition by KNYA of certain assets and the assumption by KNYA of certain liabilities of Speed, pursuant to the Acquisition Agreement.
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Examples of Speed Acquisition in a sentence

  • For purposes of determining the Funded Debt to EBITDA Ratio, for the first three (3) fiscal quarters of the Borrower following the closing of the Speed Acquisition, EBITDA shall be measured only for the number of full or partial fiscal quarters that have been completed since the date of this Agreement and then annualized, subject to usual and customary year end adjustments, which adjustments shall be disclosed and satisfactory to the Bank.

  • Speed Acquisition Vehicle, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Borrower (the “Merger Sub”), was organized by the Borrower to acquire control of Accelerated Care Plus Corp., a Delaware corporation (the “Acquired Business”).

  • Merge into, or consolidate with or into, or have merged into it, any Person; and, for the purpose of this subsection (d), the acquisition or sale by the Borrower or a Guarantor by lease, purchase or otherwise, of all, or substantially all, of the common stock or the assets of any Person or of it shall be deemed a merger of such Person with the Borrower or a Guarantor; provided that this clause (d) shall not prohibit the Speed Acquisition.

  • The proceeds of the Revolving Credit Loans shall be used by the Borrower (i) to partially finance the Speed Acquisition and (ii) for working capital and other general corporate purposes.

  • The proceeds of the Term Loan shall be used by the Borrower to partially finance the Speed Acquisition.

  • Subject to the terms of the Agreement and Plan of Merger, dated as of April 7, 2006 (the "Merger Agreement”), among the Company, Speed Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), SD Pharmaceuticals, Inc., a Delaware corporation (“SDP”) and the Founders and the Stockholder Representative named therein, Merger Sub would be merged with and into SDP and the separate corporate existence of Merger Sub would thereupon cease (the “Merger”).

  • The Borrower will use the proceeds of Loan for general corporate purposes, including, but not limited to, effectuating the Warp Speed Acquisition and to pay any and all transaction fees, costs and expenses related hereto.

  • Borrower has received all regulatory approvals required, if any, to effectuate the Warp Speed Acquisition.

  • All representations and warranties made by Borrower or Speed Merger Sub in the Speed Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects.

  • The Issuer, Speed Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), SD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Founders and the Stockholder Representative entered into an Agreement and Plan of Merger, dated April 7, 2006 (the “Merger Agreement”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”).

Related to Speed Acquisition

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Qualified Acquisition means a Permitted Acquisition, the aggregate purchase price for which, when combined with the aggregate purchase price for all other Permitted Acquisitions in any rolling 12-month period, is greater than or equal to $25,000,000.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • 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).

  • Permitted Acquisitions means any acquisition (by merger, consolidation or otherwise) by the Borrower or a Subsidiary Loan Party of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person, if (a) immediately after giving effect thereto, no Default has occurred and is continuing or would result therefrom, (b) such acquired Person is organized under the laws of the United States of America or any State thereof or the District of Columbia and substantially all the business of such acquired Person or business consists of one or more Permitted Businesses and not less than 80% of the consolidated gross operating revenues of such acquired Person or business for the most recently ended period of twelve months is derived from domestic operations in the United States of America, (c) each Subsidiary resulting from such acquisition (and which survives such acquisition) other than any Foreign Subsidiary, shall be a Subsidiary Loan Party and at least 80% of the Equity Interests of each such Subsidiary shall be owned directly by the Borrower and/or Subsidiary Loan Parties and shall have been (or within 10 Business Days (or such longer period as may be acceptable to the Agent) after such acquisition shall be) pledged pursuant to the Collateral Agreement (subject to the limitations of the pledge of Equity Interests of Foreign Subsidiaries set forth in the definition of "Collateral and Guarantee Requirement"), (d) the Collateral and Guarantee Requirement shall have been (or within 10 Business Days (or such longer period as may be acceptable to the Agent) after such acquisition shall be) satisfied with respect to each such Subsidiary, (e) the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such acquisition, with the Financial Covenants, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition had occurred on the first day of the relevant period for testing compliance and (f) the Borrower has delivered to the Agent an officer's certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above, together with all relevant financial information for the Person or assets acquired and reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (e) above.