with respect to the , # the for such , and/or # the and of the . Provided, however, if but , this will not be .
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 after which the voting securities of 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 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 (other than in a spin-off or similar transaction) or # any other acquisition of the business of , as determined by the Board; provided that an Acquisition shall not include a Private Transaction.
Acquisition Services. The Advisor shall:
Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Investments, the Company shall pay an Acquisition Fee to the Advisor or its Affiliates for each such Investment (whether an acquisition or origination). With respect to the origination or acquisition of an Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall be equal to an amount of 1.0% of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment. With respect to the acquisition or origination of an Investment through any Joint Venture in which the Company or the Operating Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor or its Affiliates shall be equal to an amount of 1.0%, of the portion of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment that is attributable to the Companys investment in such Joint Venture. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on acquisition fees contained in (and defined in) the Companys 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 or its Affiliates shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, payment of the Acquisition Fee may be deferred or waived (or paid in Shares), in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred or waived Acquisition Fee shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.
Serve as the Companys investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Companys Investments and investment objectives and policies;
Acquisition Assistance. The Company agrees that Aspen shall be paid in cash as compensation for assisting with all matters other than the Financing that are related to closing the Acquisition ("Acquisition Compensation") within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.
Consummation of Initial Closing. The Initial Closing shall have previously occurred, or shall occur simultaneously with, the Second Closing.
Limited Conditionality Acquisition In the event that notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Conditionality Acquisition and that wishes to test the conditions to such Acquisition and the availability of any Indebtedness that is to be used to finance such Acquisition in accordance with this [Section 1.10], then the following provisions shall apply:
Merger, Consolidation, Acquisition. Borrowers will not merge or consolidate with or into any other Person; or permit any Person to merge into either Borrower; or acquire all or substantially all of the assets or properties or capital stock of any other Person; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; provided, however, Borrowers may enter into letters of intent pertaining to merger, consolidation or acquisition subject to obtaining the Bank's written consent thereto prior to consummation of the transactions contemplated by such letter(s) of intent.
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