Permitted Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation 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, or a product or a product candidate of, any Person; provided that:
Permitted Acquisition has the meaning specified in Section 7.02(i).
Permitted Acquisition any acquisition, consisting of a single transaction or a series of related transactions, by the Borrower or any one or more of its Wholly Owned Subsidiary Guarantors (or Subsidiaries who will concurrently with such acquisition become Wholly Owned Subsidiary Guarantors) of all of the Capital Stock of, or all or a substantial part of the assets of, or of a business, unit or division of, any Person organized under the laws of the United States or any state thereof (or a business, unit or division of any Person organized under the laws of any governmental instrumentality other than the United States or any state thereof, which business unit or division operates entirely within the United States) (such business, unit or division, the “Acquired Business”), provided that (a) the consideration paid by the Borrower or such Subsidiary or Subsidiaries pursuant to such acquisition shall be solely in a form referred to in clause (a), (b), (c) or (d) of the definition of “Purchase Price” (or some combination thereof), (b) the requirements of Section 6.10 have been satisfied with respect to such acquisition, (c) the Borrower shall be in compliance, on a pro forma basis after giving effect to such acquisition, with the covenants contained in Section 7.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower as if such acquisition had occurred on the first day of each relevant period for testing such compliance, (d) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such acquisition, (e) all actions required to be taken with respect to any acquired or newly formed Subsidiary or otherwise with respect to the Acquired Business in such acquisition under Section 6.9 and 6.10 shall have been taken, (f) if the pro forma Consolidated Leverage Ratio as of the last day of the most recent fiscal quarter for which the relevant financial information is available is greater than 2.75 to 1.00, the aggregate Purchase Price in respect of such acquisition and all other Permitted Acquisitions consummated during such fiscal year (including acquisitions made when this restriction is not applicable) shall not exceed, in such fiscal year, the sum of (i) $150,000,000 and (ii) an additional amount up to $50,000,000 to the extent not expended as Capital Expenditures (Expansion) during such fiscal year pursuant to Section 7.7, and (g) any such acquisition shall have been approved by the Board of ...
Examples of Permitted Acquisition in a sentence
Notwithstanding the foregoing, (a) a Subsidiary that is a Loan Party may merge or consolidate into Borrower or a Loan Party, (b) a Subsidiary that is not a Loan Party may merge or consolidate into Borrower, a Loan Party or another Subsidiary and (c) Loan Parties may consummate Permitted Acquisitions provided that Collateral Agent is provided written notice of any Permitted Acquisition not less than ten (10) Business Days before the execution of the documentation underlying the Permitted Acquisition.
Borrower’s budgets, sales projections, operating plan and other information within thirty (30) days following Collateral Agent’s written request therefor, provided however, if such information relates to a Permitted Acquisition or a Permitted Strategic Investment, such information (to the extent available) shall be provided within three (3) Business Days of such request.
More Definitions of Permitted Acquisition
Permitted Acquisition means any acquisition by any Borrower or any Guarantor of all or substantially all of the assets of another Person, or of a division or line of business of another Person, or any Equity Interests of another Person which satisfies and/or is conducted in accordance with the following requirements:
Permitted Acquisition means (x) the acquisition by the U.S. Borrower or a Wholly-Owned Domestic Subsidiary of the U.S. Borrower which is a U.S. Subsidiary Guarantor of an Acquired Entity or Business, (y) the acquisition by a Canadian Credit Party, of an Acquired Entity or Business or (z) in the case of a Foreign Permitted Acquisition, the acquisition by the U.S. Borrower or any of its Wholly-Owned Restricted Subsidiaries of an Acquired Entity or Business (including, in each such case, by way of merger of such Acquired Entity or Business with and into a Borrower (so long as such Borrower is the surviving corporation) or a Wholly-Owned Subsidiary of the U.S. Borrower which is a Credit Party (so long as the Credit Party is the surviving corporation)); provided that (in each case) (A) the consideration paid or to be paid by any Borrower or such Wholly-Owned Subsidiary consists solely of cash (including proceeds of Revolving Loans or Swingline Loans), the issuance or incurrence of Indebtedness otherwise permitted by Section 10.04 and the assumption/acquisition of any Indebtedness (calculated at face value unless otherwise provided in clause (iii) of the definition of Indebtedness) which is permitted to remain outstanding in accordance with the requirements of Section 10.04, (B) in the case of the acquisition of 100% of the Equity Interests of any Person (including by way of merger), such Person shall own no Equity Interests of any other Person unless (x) such Person owns 100% of the Equity Interests of such other Person, (y)(1) such Person and/or its Wholly-Owned Subsidiaries own 80% of the consolidated assets of such Person and its Subsidiaries and (2) any non-Wholly-Owned Subsidiary of such Person was a non-Wholly-Owned Subsidiary of such Person prior to the date of such Permitted Acquisition of such Person or (z) such Equity Interests constitute a de minimis holding of such Person in such other Person, (C) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 10.13 and (D) all applicable requirements of Sections 9.15, 10.02 and 10.14 applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to the contrary contained above, (x) a Permitted Acquisition of 100% of the Equity Interests of a Person may be effected by means of a multiple-step transaction, but only so long as such acquisition is effected by means of a Two-Step Permitted Acquisition (complying with all requirements of the definit...
Permitted Acquisition means any Acquisition so long as:
Permitted Acquisition means an Acquisition in which all of the following conditions are satisfied:
Permitted Acquisition shall have the meaning assigned to such term in Section 6.04(g).
Permitted Acquisition means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:
Permitted Acquisition an acquisition or any series of related acquisitions of (a) all or substantially all of the assets or a majority of the outstanding Capital Stock of any Person or (b) any division, line of business or other business unit of any Person (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section 7.13, so long as (i) after giving effect to such acquisition (including any financing therefor), no Default or Event of Default shall then exist or would exist after giving effect thereto, (ii) if the purchase price is greater than $50,000,000, the Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent (which calculations and information provided to the Administrative Agent shall be made available to the Lenders) that, after giving effect to the acquisition on a pro forma basis, the Borrower is in compliance with the financial covenant set forth in Section 7.1 as of the most recently ended fiscal quarter for which financial statements have been delivered hereunder, (iii) the Borrower shall have taken such actions as are required of it under the terms of Section 6.9 with respect to such acquisition and the Target, if it has not merged with any Loan Party (other than ABG), shall have taken such actions as are required of it under the terms of Section 6.9 and (iv) to the extent that such acquisition is, in whole or in part, funded by the proceeds of any Revolving Loans, such acquisition shall not be a “hostile” acquisition and shall have been approved by the board of directors and/or shareholders of the applicable Loan Party (other than ABG) and the Target; provided that satisfaction of the conditions set forth in clauses (i) and (ii) above may, at the option of the Borrower, be determined solely as of the date on which the definitive agreement governing such acquisition is executed, calculated to give pro forma effect to such acquisition as if it had occurred on such date of determination.