Definition of Transformative Acquisition

Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Transformative Acquisition means any acquisition by Irish Holdco, the Borrower or any other Restricted Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Irish Holdco, the Borrower and the other Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Transformative Acquisition means any acquisition by the Borrower or any Restricted Subsidiary that is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition.

Examples of Transformative Acquisition in a sentence

Contemporaneously with the consummation of the Transformative Acquisition, the Loan Parties, the Administrative Agent and the Lenders agree to enter into such amendments and modifications to this Agreement and the other Loan Documents as the Administrative Agent and the Loan Parties shall mutually agree are necessary or desirable in light of the expanded size, scope and/or geography of the businesses of the Loan Parties and their Subsidiaries.

More definitions of Transformative Acquisition

Transformative Acquisition means any acquisition by the Borrower or any other Restricted Subsidiary that (i) is not permitted by the terms of the Credit Documents immediately prior to the consummation of such acquisition or (ii) would result in an upsizing of the Credit Facilities.

Transformative Acquisition means any Permitted Acquisition or similar Investment, in any such case, by the Parent Borrower or any Restricted Subsidiary that is either (a) not permitted hereunder immediately prior to the consummation of such transaction or (b) if permitted hereunder immediately prior to the consummation of such transaction, this Agreement would not provide the Parent Borrower and its Restricted Subsidiaries with adequate flexibility for the continuation or expansion of their combined operations following such consummation, as reasonably determined by the Parent Borrower acting in good faith.

Transformative Acquisition means any acquisition by the Borrower or any Restricted Subsidiary which requires an amendment, modification or waiver of the terms of this Agreement in order to consummate such acquisition.

Transformative Acquisition means, any acquisition by a Consolidated Group Entity that (a) is not permitted by the terms of any Group Loan Document immediately prior to the consummation of such acquisition or (b) if permitted by the terms of Group Loan Documents immediately prior to the consummation of such acquisition, would not provide the Consolidated Group Entities with adequate flexibility under the Group Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Nexstar Media acting in good faith.

Transformative Acquisition means any Acquisition, the aggregate cash and non-cash consideration for which exceeds thirty-three percent (33%) of the market capitalization of the Borrower as measured at the close of business on the Business Day immediately preceding the date on which the definitive documentation with respect to such Acquisition is executed.

Transformative Acquisition means any acquisition by Holdings or any of its Restricted Subsidiaries that (a) is not permitted by the terms of this Agreement (other than any such acquisition that would be prohibited solely by Section 6.10) immediately prior to the consummation of such acquisition, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith, and/or (c) would result in an increase in Consolidated EBITDA of $20,000,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $26,800,000) or more, as determined on a Pro Forma Basis for the most recently ended Test Period.

Transformative Acquisition means any acquisition or similar investment that (a) is not permitted by the terms of any of the Credit Documents immediately prior to the consummation of such acquisition or investment, or (b) if permitted by the terms of the Credit Documents immediately prior to the consummation of such acquisition or investment, would not provide Holdings and its Subsidiaries with adequate flexibility under the Credit Document for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower Representative acting in good faith, or (c) is for aggregate consideration, whether cash, property or securities (including the fair market value of any Capital Stock issued in connection with such acquisition or investment and including the maximum amount of earn-outs) of $50,000,000 or more.