Negotiated Transaction definition

Negotiated Transaction shall have the meaning set forth in Section 4.
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Negotiated Transaction shall have the meaning set forth in Section 2.2(a)(ii).
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Negotiated Transaction means a transaction involving members or participants of a regulated market or an MTF which is negotiated privately but executed within the regulated
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Examples of Negotiated Transaction in a sentence

  • In the case of a Negotiated Transaction, since the date of the Acquisition Agreement, there shall not have occurred a “Company Material Adverse Effect” (as defined in the Acquisition Agreement).

  • Subject to Section 4 below, the Recipient will not disclose any Confidential Information to third parties except those Associates of the Recipient who are required to have the information in connection with a Negotiated Transaction.

  • Solely to the extent that the Acquisition is not consummated pursuant to a Negotiated Transaction, since the day immediately before the Borrower’s announcement of its offer to acquire shares of Target, there shall not have not occurred a “Company Material Adverse Effect” (as defined in the Acquisition Agreement referred to in paragraph 2 above).

  • Notwithstanding the foregoing, the Seller acknowledges and agrees that the Purchaser shall have no obligation to pay a Non-Exercise Payment in the event of a Negotiated Transaction.

  • Neither party will disclose any Confidential Information of the other party to third parties except those Associates of such party who are required to have the information in order to carry out the discussions conduct due diligence and other activities related to the contemplated Negotiated Transaction.

  • Subject to Section 4 below, neither party will disclose any Confidential Information of the other party to third parties except those Associates of such party who have a good faith need to know the information in order to carry out the discussions of a contemplated Negotiated Transaction.

  • To the extent that following post‑IPO Negotiated Transaction Discussions, the Company and Intel enter into a mutually agreed definitive agreement for an Acquisition that contemplates a tender offer by Intel, the Company shall permit Intel to disclose such information in its filings with the Securities Exchange Commission (the “SEC”) as is required to conduct such tender offer under applicable federal securities laws, in addition to any disclosure permitted under the Confidentiality Agreement.

  • As used herein, a "Privately Negotiated Transaction" means a sale by the Investor to an unrelated third party in which the Investor and the third party have directly negotiated the price and terms of such sale.

  • In the event of a Negotiated Transaction, the definitive agreement relating to the Acquisition and all other material related documentation (the “ Acquisition Agreement”) shall be reasonably satisfactory to the Lead Arrangers.

  • To the extent that following Negotiated Transaction Discussions, the Board, including a majority of the disinterested members of the Board (excluding the Tencent Designee), approves one or more transactions as a result of which Tencent Group has obtained economic beneficial ownership equal to at least 50% of the outstanding shares of Common Stock of the Company, the provisions in Section 2.3 and 2.4 shall become inoperative and of no further force and effect.


More Definitions of Negotiated Transaction

Negotiated Transaction means a transaction with debt securities between two institutional investors performed on their own behalf and for their account;
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Negotiated Transaction means a Transaction that has been approved by the Company. The Bidders, i.e. General Electric and Blackstone Management Partners III L.L.C., shall be obliged to impose the obligation under paragraph 2 of this section also on their respective affiliates as well as on any person acting jointly with the Bidders. As used herein, "Affiliate" shall mean any company as defined in Section 15, whereas "person acting jointly" shall mean any person as defined in Section 2 paragraph 5, of the German Securities Acquisition and Takeover Act.
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Negotiated Transaction means a written agreement between the Purchaser (or any of its Affiliates) and C.F. Financeco, Ltd. (or any of its successors or assigns) which modifies, terminates or amends the Option Agreement so that the Campollo Purchase Rights are no longer applicable.
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Negotiated Transaction means the sale or other transfer of Estate Shares to a third party in a privately negotiated transaction not effected or reported on the NYSE, but excluding any sales or other transfers pursuant to a Financing Transaction.
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Negotiated Transaction means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
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Related to Negotiated Transaction

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Terminated Transaction means the Transaction terminated in accordance with Section 5.2 of this Agreement.

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • 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:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

  • Completed Transaction means two counter deals of the same size (opening a position and closing a position): buy then sell and vice versa.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

  • Proposed Transaction is defined in Section 6.2(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Coordinated Transaction Scheduling or “CTS” shall mean the market rules that allow transactions to be scheduled based on a bidder’s willingness to purchase energy from a source in either the NYISO or PJM Control Area and sell it at a sink in the other Control Area if the forecasted price at the sink minus the forecasted price at the corresponding source is greater than or equal to the dollar value specified in the bid.

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity‑based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Company Acquisition Transaction means any transaction or series of transactions involving: