Definitive Acquisition Agreement definition
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Definitive Acquisition Agreement means an agreement, conditioned on the approval by the holders of not less than a majority of the outstanding Common Shares, with respect to a merger, recapitalization, share exchange, or a similar transaction involving the Company or the direct or indirect acquisition of more than 50 percent of the Company’s consolidated total assets.”
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding Common Shares of the Company at a meeting of the stockholders of the Company and is with respect to (i) a share exchange, one-step merger, tender offer and second-step merger, consolidation, recapitalization, reorganization, business combination or similar transaction involving the Company, or (ii) the acquisition, directly or indirectly, of assets or earning power aggregating 50% or more of the consolidated assets or earning power (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries (taken as a whole).
Examples of Definitive Acquisition Agreement in a sentence
The parties agree to conduct the closing of the Definitive Acquisition Agreement on or before the ninetieth (90th) day after the Effective Date (“Closing Date”).
The Closing of the Definitive Acquisition Agreement (the “Closing”) shall take place at the offices of Coil Tubing Technology Holding, Inc., International, at 6:00 p.m., local time, on March 24th, 2005 and that all conditions contained in Articles VI and VII of this Agreement have been satisfied.
For purposes of Section 8.1(f), any change in the form or amount of consideration payable pursuant to a Specified Definitive Acquisition Agreement, and any other material change to the terms of any such Specified Definitive Acquisition Agreement, shall be deemed to result in a new Specified Definitive Acquisition Agreement requiring a new notice from the Company pursuant to clause “(iii)” of Section 8.1(f) and a new two business day period pursuant to clause “(iv)” of Section 8.1(f).
This Agreement shall terminate without any further action on the part of any Party upon the expiration of the Exclusivity Period unless Parent and the Target have entered into a Definitive Acquisition Agreement prior to such expiration.
Each of Cubist, the Corporation and the Novalon Stockholders shall have executed and delivered to each other counterparts of the Definitive Acquisition Agreement.
More Definitions of Definitive Acquisition Agreement
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of voting power of the outstanding shares of Capital Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than fifty percent (50%) of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries or businesses or assets of the Company and its subsidiaries (including, without limitation, equity securities of its subsidiaries) that generated more than fifty percent (50%) of the Company’s consolidated net revenue or earnings before interest, taxes, depreciation and amortization for the preceding twelve (12) months.
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) based on the most recent publicly available balance sheet of the Company and its Subsidiaries or businesses or assets of the Company and its subsidiaries (including, without limitation, equity securities of its subsidiaries) that generated more than 50% of the Company’s consolidated net revenue or earnings before interest, taxes, depreciation and amortization for the preceding 12 months.
Definitive Acquisition Agreement. The definition of the term “Definitive Acquisition Agreement” is hereby added to Section 1 of the Agreement and shall read as follows:
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries or businesses or assets of the Company and its subsidiaries (including, without limitation, equity securities of its subsidiaries) based on the most recent publicly available balance sheet that generated more than 50% of the Company’s consolidated net revenue or earnings before interest, taxes, depreciation and amortization for the preceding twelve (12) months.
Definitive Acquisition Agreement is hereby added to Section 1 of the Agreement and shall read as follows:
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in
Definitive Acquisition Agreement means an agreement, conditioned on the approval by the holders of a majority of the outstanding Ordinary Shares of the Company voting at a general meeting of shareholders of the Company, with respect to a merger, recapitalization, share exchange, or a similar transaction involving the Company or the direct or indirect acquisition of more than 20% of the Company’s consolidated total assets or outstanding shares.