definiens: means the purchase or other acquisition ( through one transaction or a series o f related transactions ) of all or substantially all o f the Capital Securities ( other than qualifying dir ectors shares ) in, or all or substantially all of the property of, or all or substantially all of any business or divisio n of, any Person ( other than any joint venture owned by another Pers on that is purchased or acquired ) that, upon the consummation thereof, will be majority or wholly - ow ned directly by the Borrower or one or more of its Wholly - Owned Subsidiaries ( including as a result of a merg er or consolidation ) ; provided that, with respect t o each Permitted Acquisition : ( a ) any such newly - created or acquired Subsidi ary shall comply with the requirements of Section 7.8 and the Lender shall have received ( or shall receive in connection with the closing of suc h acquisition ) a first priority perfected security in terest, subject only to Liens permitted under Secti on 8.3, in the property ( including, without limitation, equ ity interests ) acquired with respect to the entity acquired ; - 14 - ( b ) the lines of business of the Person to be ( or the property of which is to be ) so purchased or otherwise acquired shall be permitted pursuant t o Section 8.1 ; ( c ) in the case of a purchase or other acquisi tion of the Capital Securities of another Person, the board of directors ( or other comparable governing body ) of such other Person shall have duly approved such purchase or other acquisition ; ( d ) the total cash and noncash consideration ( other than common stock of the Borrower ) paid by or on behalf of the Borrower and its Subsid iaries for any such purchase or other acquisition, when aggregated with the consideration ( other than common stock of the Borrower ) paid by or on behalf of the Borrower and its Subsidiaries for all other Permitted Acquisitions after the Closing Dat e shall not exceed an aggregate cumulative amount of $ [ * ] ; ( e ) immediately before and after giving effect to any such purchase or other acquisition, no Default or Event of Default, shall exist or result therefrom ; and ( f ) the Borrower shall have delivered to the L ender, at least 10 Business Days prior to the date on which any such purchase or other acquisitio n is to be consummated, a written notice describing such transaction, and thereafter, if requested by t he Lender for any such transaction involving consideration in excess of $ [ * ], ( i ) historical fin ancial statements of or related to the Person or as sets to be acquired, ( ii ) twelve month projections for such Person or assets to be acquired and for Borrower after giving effect to such transaction, and ( iii ) material documentation and other information relati ng to such transaction and reasonably requested by the Lender