Equivalent Transaction definition

Equivalent Transaction means a Transaction governed by a new agreement on the same material terms as this Agreement and on the same material economic terms as the Replaced Transaction, and with the same Trade Date as the Replaced Transaction, except that:
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Equivalent Transaction has the meaning specified in Section 9.10.
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Equivalent Transaction means, with respect to any proposed Piggy-Back Registration, the sale, pursuant to Rule 144A or any successor rule thereto, of the Registrable Securities proposed to be sold in such Piggy-Back Registration, which sale, in the good faith judgment of the holders of a majority of such Registrable Securities after consultation with a reputable investment banking firm, is likely to result in sales proceeds of 95% or more of the greater of (i) the sales proceeds pursuant to such Piggy-Back Registration and (ii) if the class of securities of which the Registrable Securities is a part is traded on a national securities exchange or the Nasdaq National Market System, the market price thereof.
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Examples of Equivalent Transaction in a sentence

  • NewCo shall have minimum cash available of at least $100,000,000 (including funds remaining in the SPAC’s trust account, net of redemptions, proceeds from a concurrent PIPE financing raised in connection with a Business Combination and the Public Listing Advance (as defined in the GEM Facility)), and NewCo shall own directly or indirectly Surf Air and its Subsidiaries, a SPAC, and the Company and its Subsidiaries and either have consummated the Ampaire Transaction or an Ampaire Equivalent Transaction.

  • The Company shall have received from Xxxxx Xxxxx a written opinion dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Business Combination, the PIPE Investment, any Ampaire Equivalent Transaction and the Merger, taken together, will qualify as a transaction described in Section 351 of the Code.

  • For U.S. federal income tax purposes, it is intended that the Business Combination, the PIPE Investment, any Ampaire Equivalent Transaction and the Merger (the “Transactions”) qualify as a single integrated transaction described in Section 351 of the Code (the “Intended Tax Treatment”).

  • A sale of shares pursuant to an exercise of appraisal rights generally will not be a Dividend Equivalent Transaction if, as a result of such exercise, the stockholder exercising the appraisal rights owns no shares of capital stock of Parent (either actually or constructively within the meaning of Section 318 of the Code) immediately after the Merger.

  • A stockholder of Park-Ohio who receives only cash incident to the exercise of dissenters' rights will generally not be treated as having engaged in a Dividend Equivalent Transaction if such Park-Ohio stockholder owns no Holding Corp.

  • A sale of shares pursuant to an exercise of dissenters' rights generally will not be a Dividend Equivalent Transaction if, as a result of such exercise, the stockholder exercising the dissenters' rights owns no shares of capital stock of SBB (either actually or constructively within the meaning of Section 318 of the Code) immediately after the Merger.

  • If a shareholder's sale of CTI stock for cash pursuant to an exercise of dissenters' rights is a Dividend Equivalent Transaction, then such shareholder may recognize ordinary income in any amount equal to the entire amount of cash received.

  • A sale of CTI stock pursuant to an exercise of dissenters' rights will not be a Dividend Equivalent Transaction if, as a result of such exercise, the stockholder exercising the dissenters' rights owns no shares of CTI stock or WAXS stock (either actually or constructively within the meaning of Section 318 of the Code) immediately after the Reorganization.

  • If the Purchaser responds in writing within such two business day period that it wishes to negotiate with the Company for an Equivalent Transaction, then the Company, subject to the Board of Directors' fiduciary duties under applicable law, shall negotiate in good faith with the Purchaser with respect to a Change of Control transaction with the Purchaser on terms no less favorable to the Purchaser than the terms offered by the Acquiring Party.

  • If, however, a shareholder's sale for cash of TMAI Common Stock pursuant to an exercise of dissenters' rights is a Dividend Equivalent Transaction, then such shareholder may recognize income for federal income tax purposes in an amount equal to the entire amount of cash so received.

Related to Equivalent Transaction

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Equivalent Preferred Stock shall have the meaning set forth in Section 11(b) hereof.

  • Equivalent Load means the sum of a Market Participant’s net system requirements to serve its customer load in the PJM Region, if any, plus its net bilateral transactions.

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Equivalent Preferred Shares shall have the meaning set forth in Section 11(b) hereof.

  • Credit transaction means any transaction by the terms of which the repayment of money loaned or loan commitment made, or payment for goods, services, or properties sold or leased, is to be made at a future date or dates.

  • Equivalent Securities with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption;

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision: