Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; # any merger, consolidation or other business combination of the Company into or with a special purpose acquisition company or wholly-owned subsidiary thereof; or # any sale or other transfer by the stockholders of the Company of shares representing a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.

Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.

Acquisition. The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).

The Adapt Acquisition shall have been consummated substantially concurrently with the funding of the Initial Term Loan on the Closing Date in all material respects in accordance with the Adapt Purchase Agreement without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Lenders or the Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not to be unreasonably withheld or delayed.

Acquisition Expenses. The Shareholders, the Company and [[Organization B:Organization]] will each pay their own respective expenses in connection with the Acquisition contemplated hereby, including, but not limited to, fees and expenses of legal counsel or other representatives and consultants, or necessary to obtain any material documents or records requested by the other parties in the course of their respective due diligence. For avoidance of doubt, the Company shall pay all expenses relating to the [[Organization B:Organization]] Audits.

Acquisition Impacts. Adjusted Cash Flow for the last fiscal year of the Performance Period shall be adjusted to eliminate any impact of business acquisitions or business combinations completed or reviewed (including incremental costs incurred solely as a result of the transaction, whether or not consummated) during that fiscal year.

The Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, ​ shall be acquire NOVA at the Effective Time. At the Effective Time of the Acquisition, UBI shall continue as the parent corporation (the "Parent Corporation") and ​ Ltd will be a wholly owned subsidiary.

Acquisition Defined. An “Acquisition” shall mean: # any merger, consolidation or purchase of outstanding capital stock of [[Organization A:Organization]] after which the voting securities of [[Organization A:Organization]] outstanding prior thereto represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of [[Organization A:Organization]] or such surviving or acquiring entity outstanding immediately after such event; or # any sale of all or substantially all of the assets or capital stock of [[Organization A:Organization]] (other than in a spin-off or similar transaction) or # any other acquisition of the business of [[Organization A:Organization]], as determined by the Board; provided that an Acquisition shall not include a Private Transaction.

Acquisition Services. The Advisor shall:

Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance:

Documents. Consultant agrees that, without the written consent of the Company, Consultant will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items that in any manner contain or constitute Confidential Information; nor will Consultant make reproductions or copies of same. In the event Consultant receives any such documents or items from any officer or director of the Company, or any other Company employee who is Consultant’s supervisor, Consultant shall be deemed to have received the express written consent of the Company. In the event that Consultant receives any such documents or items, other than as described in the preceding sentence, Consultant agrees to inform the Company promptly of Consultant’s possession of such documents or items. Consultant shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the Company’s demand or upon termination of Consultant’s services.

Specified Acquisition Agreement Representations. Each of the Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent any such Specified Acquisition Agreement Representation expressly relates to an earlier date, in which case, each such Specified Acquisition Agreement Representation shall have been true and correct in all material respects (or in all respects if qualified by materiality) as of the applicable earlier date.

Description of the Acquisition. The Company will form a wholly-owned subsidiary in Wyoming (the “Acquisition Sub”), and the Acquisition Sub will acquire all of the assets used in the operation of the business of [[Organization B:Organization]], set forth in Schedule “A” herein, (the “Acquired Assets”), subject to [[Organization B:Organization]] paying off, prior to the Closing of the Acquisition, all of the liabilities related to the operation of the business of [[Organization B:Organization]] (the “Liabilities”), as listed on Schedule “B” attached hereto and made a part hereof. (the “Acquisition”).

Brand or Business Acquisition. All profit or loss associated with the acquired brand or business, including associated changes to interest expense, as reported in the Company’s Adjusted Net Income, will be included in the Ending Year EPS calculation. Associated acquisition costs, including but not limited to transaction, transition, integration or restructuring, will be excluded from Ending Year EPS calculation.

Mergers, Acquisition, Sales, Etc. The initial Servicer shall not # consolidate with or merge into any other Person or # convey or transfer all or substantially all of its assets to any other Person; provided, that the Servicer may # merge with another Person if (1)(x) the initial Servicer is the entity surviving such merger or # the Person with whom the Servicer is merged into or consolidated assumes in writing all duties and liabilities of the initial Servicer hereunder, # the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and # immediately after giving effect to such merger, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing and # convey or transfer all or substantially all of its assets to a Person if # such Person assumes in writing all duties and liabilities of the Servicer hereunder, # the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and # immediately after giving effect to such transfer, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing.

Effective Time of Acquisition. UBI and NOVA shall use reasonable efforts to have the Closing Date and the Effective Time of the Acquisition to be the same day.

Craft Lenders Acquisition Co. Promptly after the execution of this Agreement, the Creditors will file with the Oregon Secretary of State Articles of Organization of Craft Lenders Acquisition Co., LLC, an Oregon limited liability company (“Craft Lenders”). The Creditors and SPV will also adopt an Operating Agreement for Craft Lenders designating [[Person C:Person]] as Manager and with such other terms as to which they may agree. The Operating Agreement will reflect ownership of Craft Lenders by the Creditors and SPV in the following proportions:

Acquisition, Sale and Maintenance No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA Borrowers shall use, store and maintain all Inventory, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations leased where any Collateral is located

Acquisition and Advisory Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Properties and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment (whether an acquisition or origination). With respect to the acquisition or origination of a Property or other Permitted Investment to be owned by the Company or a Subsidiary, the Acquisition Fee payable to the Advisor shall equal 2.5% of the sum of the amount actually paid or allocated to fund the acquisition, origination, construction or improvement of the Property or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property or other Permitted Investment and the amount of any debt associated with, or used to fund the investment in, such Property or other Permitted Investment. With respect to the acquisition or origination of a Property or other Permitted Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner and which is not deemed a Subsidiary, the Acquisition Fee payable to the Advisor shall equal 2.5% of the portion that is attributable to the Company’s direct or indirect investment in such Joint Venture or partnership of the amount actually paid or allocated to fund the acquisition, origination, construction or improvement of the Property or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property or other Permitted Investment, and the amount of any debt associated with, or used to fund the investment in, such Property or other Permitted Investment. Notwithstanding anything herein to the contrary, the payment of Acquisition and Advisory Fees by the Company shall be subject to the limitations on Acquisition and Advisory Fees contained in (and defined in) the Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Acquisition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Acquisition and Advisory Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.