Acquisition

Acquisition. (i) any sale, transfer or issuance or series of sales, transfers and/or issuances of capital stock of the Company by the Company or any stockholders thereof (including without limitation, any merger, consolidation or other transaction or series of related transactions having the same effect) which results in any Person or group of Persons (as the term "group" is used under the Securities Exchange Act), other than any Affiliate(s) of AKKR Management Company, LLC and/or Dushyant Sharma (or any of... his immediate family members or any trust or other Person for their benefit) (and including any "group" under the Securities Exchange Act (including rule 13D promulgated thereunder) that consists of one or more of the foregoing), owning capital stock of the Company possessing the voting power (under ordinary circumstances) to elect a majority of the Board, or (ii) any sale or transfer of all or substantially all of the assets of the Company and its subsidiaries in any transaction or series of transactions (other than sales in the ordinary course of business) to any Person or group of Persons (as the term "group" is used under the Securities Exchange Act), other than any Affiliate(s) of AKKR Management Company, LLC and/or Dushyant Sharma (or any of his immediate family members or any trust or other Person for their benefit) (and including any "group" under the Securities Exchange Act (including rule 13D promulgated thereunder) that consists of one or more of the foregoing); provided, however, that an "Acquisition" shall not include a Public Offering. View More

Acquisition. Has the meaning set forth in the recitals to this Agreement.

Acquisition. (i) the liquidation, dissolution or winding up of the Company; (ii) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganizations, provided that the applicable transaction shall not be deemed an Acquisition unless the Company's stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately... following such transaction (taking into account only voting power resulting from stock held by such stockholders prior to such transaction); (iii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power outstanding before such transaction is transferred or (iv) a sale, conveyance or other disposition of all or substantially all of the assets of the Company (including without limitation a license of all or substantially all of the Company's intellectual property that is either exclusive or otherwise structured in a manner that constitutes a license of all or substantially all of the assets of the Company); provided that an Acquisition shall not include (A) a merger or consolidation with a wholly-owned subsidiary of the Company, (B) a merger effected exclusively for the purpose of changing the domicile of the Company or (C) any transaction or series of related transactions principally for bona fide equity financing purposes in which the Company is the surviving corporation. View More

Acquisition. Means any sale, assignment, transfer or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger, or sale of outstanding equity securities of the Company by the holders thereof (in a single transaction or series of related transactions), where the holders of the Company's outstanding voting equity securities as of immediately before the transaction beneficially own less than a majority of the outstanding voting equity securities of... the surviving or successor entity as of immediately after the transaction, in each case, which is effected such that (1) the holders of Applicable Stock shall be entitled to receive cash or shares of stock that are of a publicly traded company listed on a national market or exchange which may be sold without restrictions after the close of such event, (2) the Company's stockholders own less than fifty percent (50%) of the voting securities of the surviving entity, (3) the surviving entity does not assume other warrants of the Company, and (4) at the time of such event the effective per share price for the Applicable Stock is at least two and one half (2.5) times the Exercise Price hereof or the Holder receives an amount in cash equal to two and one half (2.5) times the aggregate Exercise Price. View More

Acquisition. The initial acquisition by the Company or by any subsidiary thereof (which may be In the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganisation or similar business combination) of an interest in an operating company or business as will be further described in the Prospectus (and, in the context of the Acquisition, references to a company without reference to a business and references to a business without reference to a company shall... in both cases be construed to mean both a company or a business) View More

Acquisition. Has the meaning given in the Prospectus;

Acquisition. Any sale or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than one-third of the outstanding voting securities of the surviving entity after the transaction.

Acquisition. The acquisition by the Obligor of the production business of NexTier Oilfield Solution Inc. pursuant to that certain Purchase Agreement dated as of the Effective Date by and among the Payee, the Obligor, NexTier Holding Co. and C&J Well Services, Inc.

Acquisition. Shall mean the Company's proposed acquisition of WellCare Health Plans, Inc., a Delaware corporation.

Acquisition. (a) the sale by Company of all, or substantially all of, its assets in a transaction to a Third Party at arm's length, (b) the sale, transfer, or exchange by the shareholders, partners, or equity owners of Company of a majority interest in Company's outstanding stock in an arm's length transaction to a Third Party, or (c) the merger of Company with a Third Party at arm's length; provided, however, that in no event will any bona fide equity financing for the primary purpose of raising capital... for corporate purposes be considered an Acquisition under this Agreement. View More