Old ACG definition

Old ACG has the meaning set forth in the first paragraph of this Agreement.
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Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997, and audited Statements of Operations, Stockholder's Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statements of Operations, Stockholder's Equity and Cash
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Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997, and audited Statements of Operations, Stockholder's Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statements of Operations, Stockholder's Equity and Cash Flows for the six months ended June 30, 1997. The audited Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 6.6). The unaudited Old ACG Financial Statements were prepared in accordance with the books and records of Old ACG in accordance with accounting principles consistently applied. Old ACG's Balance Sheets present fairly the financial position of Old ACG as of the dates indicated thereon, and Old ACG's Statements of Operations, Stockholder's Equity and Cash Flows included in the Old ACG Financial Statements present fairly the results of operations for the periods indicated thereon in accordance with generally accepted accounting principles. Old ACG's Financial Statements at and for the period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.
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Examples of Old ACG in a sentence

  • All Taxes owed by Old ACG (whether or not shown on any Tax Return) have been paid.

  • All such Tax Returns filed by Old ACG were correct and complete in all material respects.

  • Old ACG is not currently the beneficiary of any extension of time within which to file any Tax Return.

  • Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder of Old ACG.

  • Since Old ACG's formation in June 1996 , no claim with respect to Old ACG has been made by an authority in a jurisdiction where Old ACG does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

  • Neither Purchaser nor Old ACG is in violation of any Purchaser Charter Document.

  • The execution and delivery by each of Purchaser and Old ACG of this Agreement and its consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Purchaser and Old ACG.

  • Each of Purchaser and Old ACG has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

  • This Agreement has been duly executed and delivered by each of Purchaser and Old ACG and is a valid and binding obligation of each of Purchaser and Old ACG, enforceable against each of them in accordance with its terms.

  • Old ACG was formed in June 1996, and Purchaser was formed in September 1997.


More Definitions of Old ACG

Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997, and audited Statements of Operations, Shareholders' Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statement of Operations, Shareholders' Equity and Cash Flows for the six months ended June 30, 1997. The audited Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 4.6). Except as set forth on Schedule 4.6, the foregoing Balance Sheets presents fairly the financial position of Old ACG as of such dates, and the foregoing Statement of Revenue and Expense presents fairly the results of its operations for the period indicated, all on a cash basis of accounting. Old ACG's Financial Statements at and for the period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.
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Old ACG means ACG, Inc. (formerly Advanced Communications Group, Inc.), a Delaware corporation organized in June 1996.
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Old ACG s audited balance sheet as of December 31, 1996, its unaudited balance sheet as of June 30, 1997, its audited statement of income, cash flows and retained earnings and any related notes thereto for the period from June 10, 1996 through December 31, 1996 and its unaudited statement of income, cash flows and retained earnings and any related notes thereto for the six months ended June 30, 1997. Such Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 8.6). Such balance sheets present fairly the financial position of Old ACG as of such dates, and such statements of income, cash flows and retained earnings present fairly the results of its operations for the periods indicated. The Old ACG Financial Statements at December 31, 1996 and for the fiscal period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.
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Old ACG means and refer to Old ACG and all of its Subsidiaries, if any.
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Old ACG has the meaning set forth in the first recital of this Agreement.
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Related to Old ACG

  • Specified Acquisition Period means, upon Borrower’s election pursuant to Section 6.02(l), (a) the fiscal quarter during which the Borrower or any of its Subsidiaries consummates a Specified Acquisition and (b) the two fiscal quarters immediately following the fiscal quarter described in clause (a); provided, however, that (i) no more than one Specified Acquisition Period may be in effect at any one time, (ii) no Specified Acquisition Period may become effective if the Borrower fails to timely elect such Specified Acquisition Period pursuant to the terms of Section 6.02(l) and (iii) no more than one Specified Acquisition Period may be elected with respect to any particular Specified Acquisition.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • 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).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Continuing care retirement community means a residential

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

  • Original Applicable Credit Support Percentage With respect to each of the following Classes of Subordinated Certificates, the corresponding percentage described below, as of the Closing Date: Class B-1 % Class B-2 % Class B-3 % Class B-4 % Class B-5 % Class B-6 %

  • Surplus lines broker means a person licensed pursuant to Article 5.1 (§ 38.2-1857.1 et seq.) of this

  • Bank Product Reserves means all reserves which the Agent from time to time establishes in its reasonable discretion for the Bank Products then provided or outstanding.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

  • PDP Reserves means the Proven Reserves which are categorized as both “developed” and “producing” under the definitions for oil and gas reserves promulgated by the Society of Petroleum Evaluation Engineers (or any generally recognized successor) as in effect at the time in question and reasonably acceptable to the Administrative Agent.

  • Financial Futures Contract means the firm commitment to buy or sell fixed income securities including, without limitation, U.S. Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of deposit, and Eurodollar certificates of deposit, during a specified month at an agreed upon price.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.