Concurrent Acquisitions Clause Samples

The Concurrent Acquisitions clause defines how a party may engage in multiple acquisition transactions at the same time. It typically outlines the conditions under which such simultaneous deals are permitted, such as requiring notification to the other party or ensuring that the concurrent transactions do not conflict with the terms of the agreement. This clause helps manage potential conflicts of interest and ensures transparency, thereby reducing the risk of disputes arising from overlapping acquisition activities.
Concurrent Acquisitions. Prior to or concurrent with the Closing, Buyer shall have closed or be closing Consolidation Transactions with companies, including the Company, having aggregate Pre-tax Income of at least $20 million. For these purposes, "PRE-TAX INCOME" of any particular company means that company's projected 1998 pre-tax income, as adjusted pursuant to agreement between Buyer and that company to reflect certain cost reductions and modified business practices and accounting methods expected to take effect after the closing of the Consolidation Transactions.
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Concurrent Acquisitions. Prior to or concurrent with the Closing, Buyer shall have closed or be closing Consolidation Transactions with companies, including the Company, having aggregate Pre-tax Income of at least $20 million and at the Closing Buyer shall have delivered to the Stockholders a certificate to such effect in substantially the form of Exhibit H, dated the Closing Date, signed by the President or any Vice President and the Secretary or any Assistant Secretary of Buyer. For these purposes, "PRE-TAX INCOME" of any particular company means that company's projected 1998 pre-tax income, as adjusted pursuant to agreement between Buyer and that company to reflect certain cost reductions and modified business practices and accounting methods expected to take effect after the closing of the Consolidation Transactions.
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Concurrent Acquisitions. From and after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 16 hereof, the Buyer shall notify the Company in writing reasonably in advance of entering into any agreement for the acquisition of or merger with any business in substantially the same line of business as the Company, subject to any restrictions against any such notification under the federal securities laws.
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Related to Concurrent Acquisitions

  • Investments; Acquisitions Holdings and Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of, any Person, or any division or line of business of any Person except: (i) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) the Loan Parties may make and own Investments in Company and the Guarantors may make and own Investments in Company and other Guarantors and Subsidiaries that are not Guarantors may make and own Investments in Company and Subsidiaries that are not Guarantors; (iii) Company and its Subsidiaries may make intercompany loans and advances to the extent permitted under subsections 7.1(iii) and 7.1(vi); (iv) Holdings and its Subsidiaries may consummate the Merger and make related Investments in accordance with the terms and conditions of the Merger Agreement; (v) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by the First Lien Credit Agreement; (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto, including any modification, replacement, renewal or extension thereof which does not increase the amount thereof; (vii) Company and its Subsidiaries may make Permitted Acquisitions; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) Company shall be in Pro Forma Compliance (as defined in the First Lien Credit Agreement as in effect on the Closing Date without giving effect to any waiver by lenders under the First Lien Credit Agreement of covenants in the First Lien Credit Agreement on which Pro Forma Compliance is based) after giving effect thereto, (c) Company and Holdings shall, and shall cause their Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary and (d) the aggregate fair market value of all direct and indirect Investments in Persons that do not become Guarantors resulting from all such acquisitions shall not exceed in the aggregate $12,500,000; (viii) Company and the Subsidiary Guarantors may make and own equity Investments in their respective wholly owned Foreign Subsidiaries; provided that the amount of all such Investments constituting equity Investments made from and after the Closing Date minus the amount of all cash dividends, distributions and other payments actually received by Company or any of the Subsidiary Guarantors in respect of such equity investments after the Closing Date (the “Net Foreign Equity Investment Amount”) shall not at any time exceed the excess of (x) $12,500,000, minus (y) the aggregate principal amount of Indebtedness outstanding under subsection 7.1(vi); (ix) Holdings and Company may acquire and hold obligations of one or more officers or other employees of Holdings or its Subsidiaries in connection with such officers’ or employees’ acquisition of shares of its Capital Stock, so long as no cash is actually advanced by Holdings or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (x) Company and its Subsidiaries may receive and hold promissory notes and other noncash consideration received in connection with any Asset Sale permitted by subsection 7.6; (xi) Company and the Subsidiary Guarantors may make and own other Investments in an aggregate amount not to exceed at any time (x) $18,000,000 plus (y) the Specified Equity Amount; (xii) Company and its Subsidiaries may make and own Investments in connection with the workout, bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (xiii) Company and its Subsidiaries may make and own Investments consisting of lease, utility and other deposits or advances in the ordinary course of business; (xiv) [Reserved]; (xv) Company and its Subsidiaries may make and own Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (xvi) Holdings and its Subsidiaries may enter into Hedge Agreements as permitted under subsection 7.1(xi); (xvii) Company and its Subsidiaries may make and own Investments in the ordinary course of business consisting of indorsements for collection or deposit; (xviii) Holdings and its Subsidiaries may make and own Investments consisting of loans and advances of payroll payments to employees in the ordinary course of business; and (xix) Company and its Subsidiaries may acquire and hold any Investment existing at the time a Person becomes a Subsidiary of Company or any Subsidiary pursuant to subsection 7.6(viii).

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.