Qualified Acquisition

Qualified Acquisition. Shall mean any sale, lease, assignment, transfer, or other conveyance of all or substantially all of the assets of the Company or any of its subsidiaries, or any consolidation or merger involving the Company or any of its subsidiaries, in which in excess of fifty percent (50%) of the Company's voting power is transferred, or any reclassification or other change of any stock, or any recapitalization of the Company or any transaction or series of transactions pursuant to which the holders of the... outstanding voting securities of the Company immediately prior to such transaction fail to hold equity securities representing a majority of the voting power of the Company or surviving entity immediately following such consolidation, merger or other transaction, where such transaction results in total consideration paid to holders of Series A Shares greater than or equal to the lesser of (a) a 35% internal rate of return on such holder's aggregate original investment in Series A Shares compounded annually or (b) the sum per share of Series A Shares of (x) 200% of the Original Issue Price plus (y) a 12% annualized dividend on such amount accruing from the date at which the holder of Series A Shares would realize a price per share in an amount equal to 200% of the Original Issue Price (assuming a 35% internal rate of return to the holders of Series A Shares until that date). 2 View More

Qualified Acquisition. The acquisition of a target company providing behavioral healthcare and/or related services that has EBITDA of at least $20,000,000 during the full 12 calendar months immediately preceding such acquisition, or any other acquisition deemed by the Board to be a "Qualified Acquisition."

Qualified Acquisition. Any transaction permitted under this Agreement and consummated on or after the Closing Date, (a) by which the Borrower or any of its Subsidiaries (i) acquires any going concern or business or all or substantially all of the assets of any firm, corporation or limited liability company, or division or business unit thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires at least a majority (in number of votes) of the Capital Stock of a Person if... the aggregate amount of Indebtedness incurred by the Borrower and its Subsidiaries to finance the purchase price and other consideration for such transaction, plus the amount of Indebtedness assumed by the Borrower and its Subsidiaries in connection with such transaction, is at least $1,000,000,000 and (b) for which the Borrower notifies the Administrative Agent in writing prior to or promptly upon consummation of such transaction that such transaction shall be a "Qualified Acquisition" for purposes of this Agreement. View More