Certain Acquisitions Sample Clauses

Certain Acquisitions. (a) The Stockholders shall not, and shall cause their respective Affiliates not to, directly or indirectly, alone, together or in concert with any other Person, acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock that would cause the Voting Percentage of both Stockholders, taken together, to exceed 80.1%, except in accordance with Section 4.1(b) and the terms of the DT-SoftBank Agreement. (b) If any Stockholder or its Affiliates, either alone or as part of a group (as such term is contemplated by Section 13d-5(b) of the Exchange Act) formed for the purpose of making a Proposed Acquisition (as defined below) (together, the “Acquiring Stockholder”), directly or indirectly acquires or proposes to acquire Common Stock that would cause the Voting Percentage of both Stockholders, taken together, to exceed 80.1% (the “Proposed Acquisition”), then such Acquiring Stockholder shall offer to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions as the Proposed Acquisition (the “Stockholder Purchase Offer”). The Stockholder Purchase Offer may contemplate a merger or other consolidation, a tender offer or any other transaction that permits the acquisition of all of the then-outstanding Common Stock. The Acquiring Stockholder shall not, and shall cause its Affiliates not to, consummate, in whole or in part, any Proposed Acquisition or Stockholder Purchase Offer unless such Stockholder Purchase Offer is either (i) accepted and approved by a majority of the Directors, which majority includes a majority of the Non-Affiliated Directors, or (ii) accepted or approved by holders of a majority of the Common Stock held by stockholders of the Company other than any of the Stockholders and their respective Affiliates (either of clause (i) or (ii), the “Required Approval”). The Acquiring Stockholder may, in its sole discretion, withdraw any Stockholder Purchase Offer and terminate any Proposed Acquisition at any time.

Certain Acquisitions. If and when on or after the Date of Issuance the Company (i) engages in a business combination transaction, whether by way of stock purchase, merger, asset purchase or otherwise, or (ii) issues more than 444,444 shares of Common Stock in the aggregate upon conversion of the Company's Series B Convertible Preferred Stock, then immediately upon the consummation of any such transaction or issuance, the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased so that this Warrant shall entitle the Registered Holder to purchase that number of Warrant Shares which shall bear the same proportion to the Fully Diluted Common Stock of the Company immediately after any such transaction or issuance as the proportion of that number of Warrant Shares in effect immediately prior to any such transaction or issuance bore to the Fully Diluted Common Stock of the Company immediately prior to such transaction or issuance. This adjustment shall be made separately for each such transaction and issuance. For the purposes hereof, "Fully Diluted Common Stock" as of a specified time shall mean the aggregate of all outstanding shares of Common Stock as of such time plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable at such time.

Certain Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire (in one transaction or a series of related transactions) any property or assets outside the ordinary course of business, except acquisitions by the Borrower of the capital stock of a Person (the “Issuer”) or of property or assets outside the ordinary course of business, provided that (i) the aggregate consideration paid in connection with all such acquisitions does not exceed $450,000,000; (ii) the Issuer shall be engaged in, or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results of the Borrower and the Subsidiaries and the Issuer or the property and assets to be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred in connection with such acquisition) for the period of four consecutive fiscal quarters ending immediately prior to such acquisition, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating such compliance; and (v) in the case of any such acquisition of capital stock, the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement.

Certain Acquisitions. Between the date hereof and the Standby Offering Closing Date, the Standby Purchaser and his Affiliates shall not acquire any Common Stock unless authorized to do so by the Company other than in accordance with the Registration Statement and the terms and conditions hereof.

Certain Acquisitions. (a) Subject to the remaining provisions of this Section 5.13 applicable thereto and the requirements contained in the definition of Permitted Acquisition, as the case may be, the Borrower may from time to time after the Closing Date effect Permitted Acquisitions or, with the written approval of the Required Lenders, other Acquisitions, so long as: (i) with respect to Acquisitions occurring in any one fiscal year (including all of fiscal year 2003), the total Cash Acquisition Amount payable with respect to all such Acquisitions, whether Permitted Acquisitions or other Acquisitions for which the Borrower has obtained the prior approval of the Required Lenders, shall not exceed $30,000,000 in the aggregate for any fiscal year; and (ii) with respect to each Acquisition, no Event of Default is in existence at the time of the consummation of such Acquisition or would exist after giving effect thereto. (b) At the time of each Acquisition involving the creation or acquisition of a Subsidiary, the acquisition of capital stock or other equity interest of any Person, all capital stock or other interest thereof created or acquired in connection with such Acquisition shall be directly or indirectly owned by the Borrower, and the Borrower shall have complied with Section 5.12. (c) No Acquisition may be effected unless: (i) The Borrower has provided to the Bank all financial statements available with respect to the Acquisition target, including without limitation all internally prepared and/or compiled statements and, if available, audited financial statements, together with Borrower's estimate of the Acquisition target's expected earnings and EBITDA contribution to the Borrower following completion of the Acquisition; (ii) calculations are made by the Borrower of compliance with the covenants contained in Sections 6.9 through 6.12, inclusive, for the most recent calculation period ended immediately prior to the date of such Acquisition, on a pro forma basis as if the Acquisition had occurred on the first day of such period, and shall show that all such covenants will be complied with, giving effect to the pro forma consolidation of the business acquired, and if such Acquisition involves a Cash Acquisition Amount of $6,000,000.00 or greater and/or otherwise requires approval of the Required Lenders, such calculations shall be reasonably satisfactory to the Administrative Agent; and (iii) the Borrower in good faith believes that the financial covenants contained in such S...

Certain Acquisitions. Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of US$300,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

Certain Acquisitions. The Corporation shall contribute to IMS HEALTH any Assets relating to ▇▇▇▇▇ and PMSI which the Corporation acquires pursuant to its agreements to acquire such companies.

Certain Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire (in one transaction or a series of related transactions) any property or assets constituting all or a majority of the Equity Interests in a Person or all or substantially all of a division or line of business of a Person, except acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”) or of such division or line of business so long as (i) the aggregate consideration paid in connection with all such acquisitions on and after the Amendment No. 1 Effective Date does not exceed $60,000,000; (ii) the Issuer shall be engaged in, or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results of the Borrower and the Subsidiaries and the Issuer or the property and assets to be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred in connection with such acquisition) for the period of four consecutive fiscal quarters ending immediately prior to such acquisition, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating such compliance; and (v) in the case of any such acquisition of capital stock, the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement and shall comply with the terms and conditions of Section 5.11. (r) Section 6.04(a) of the Credit Agreement is amended to delete the phrase “all or any substantial part” appearing therein and to replace such phrase with the word “any”. (s) Section 6.04(b) of the Credit Agreement is amended and restated in its entirety to read as follows:

Certain Acquisitions. Without the consent of GPU, which shall not be unreasonably withheld, FirstEnergy shall not, and shall not allow any Subsidiary to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof (a "target") or otherwise acquire or agree to acquire any assets if not permitted under Section 6.01 or Section 6.07 or if (i) the aggregate consideration (in any form) payable by FirstEnergy or such Subsidiary shall equal or exceed $1 billion or (ii) the target is, or the acquisition of such assets would result in their acquirer becoming, an "electric utility company" as defined in the 1935 Act.