New Transactions definition

New Transactions shall have the meaning assigned to such term in the recitals hereto.
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New Transactions means, collectively, the transactions to occur substantially concurrently with the effectiveness of this Agreement on the Amendment Effective Date as contemplated hereunder and in the Amendment Agreement, including (a) the execution and delivery of this Agreement and the New Security Documents, (b) the borrowing of the New Term Loans and (to the extent applicable) the borrowing of New Revolving Facility Loans and (c) the payment of all fees and expenses to be paid on or prior to the Amendment Effective Date and owing in connection with the foregoing.
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New Transactions means, unless consented to in writing by the Lead Investor a transaction by the Company involving (i) the issuance of Common Stock; (ii) a security convertible or exchangeable into Common Stock; (iii) an equity or credit line transaction in a transaction consummated after the date hereof; (iv) the Company’s issuance of, or consent to, other Indebtedness of the Company (excluding trade payables incurred in the ordinary course of business); (v) the Company’s grant of or consent to liens, security interests, hypothecations, or other charges or encumbrances (“Lien”) on any assets of the Company (excluding purchase money security interests incurred in the ordinary course of business); but such term does not include (a) the issuance of the Purchased Securities to the Buyer and the Other Buyers, (b) the issuance of Common Stock upon the exercise or conversion of options, warrants or convertible securities outstanding on the date hereof, identified in the Disclosure Annex or in the Company’s SEC Documents (c) the issuance of New Common Stock pursuant to an Employee Stock Option Plan (an “ESOP”) or an Equity Incentive Plan of the Company (in each case, howsoever denominated), (d) the issuance of New Common Stock pursuant to a non-employee director stock option plan of the Company, (e) the issuance of New Common Stock pursuant to a consultants’ stock option plan of the Company, (f) the issuance of stock options or warrants to employees, officers or directors of the Company, or (g) the issuance of Common Stock upon the conversion or exercise of any securities options, rights or warrants referred to in the preceding clauses (a) through (f), inclusive, of this paragraph; provided however, that the aggregate amount of securities issued pursuant to subparagraphs (c) (d) (e) and (f) shall not, subsequent to exceed in the aggregate 30,000,000 shares of Common Stock, options or warrants in 2014 or 2,500,000 shares of Common Stock, options or warrants in any subsequent calendar year.
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Examples of New Transactions in a sentence

  • The provisions for Set-off set forth in Section 6(e) of the New Agreement shall not apply for purposes of the New Transactions.

  • The terms of the New Transactions to which this Novation Confirmation relates shall be as specified in the New Confirmation attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D.

  • For example, if there were a series of New Transactions which occurred, then Executive can still utilize any of them in any order in the future.

  • All requisite material Governmental Authorities and third parties shall have approved or consented to the New Transactions to the extent required, and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the New Transactions or the other transactions contemplated hereby.

  • Remaining Party is entering into the New Transactions for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business (including financial intermediation services) or the financing of its business.

  • The Transferee is entering into the New Transactions pursuant to the Pooling and Servicing Agreement.

  • The other party is not acting as an agent, fiduciary or advisor for it in respect of the New Transactions.

  • New Transactions 200, Monthly Payments 700 • Garnishment Payments — Service Provider will use the Garnishment Notification to update the garnishment payments to agency during the latter of 7 days after notification and the next applicable payment cycle.

  • Each of the representations and warranties of Holdings and the Borrowers contained in this Agreement (and all corresponding definitions) are made after giving effect to the New Transactions, unless the context otherwise requires.

  • The terms of the New Transactions to which this Novation Confirmation relates shall be as specified in the New Confirmations attached hereto as Exhibit A and Exhibit B.


More Definitions of New Transactions

New Transactions shall have the meaning assigned to such term in the Restated Credit Agreement.
Sample 1
New Transactions means, collectively, (i) the execution and delivery by each Loan Party of each of the Loan Documents (including without limitation this amendment of the Pre-Amendment Credit Agreement by Amendment No. 1) in each case on the Amendment No. 1 Date; (ii) the one-time issuance of the New Subordinated Notes and the use of proceeds thereof; (iii) the partial prepayment of the Term B Loans pursuant to Section 2.05(c)(ii) with at least $100.0 million of the Net Proceeds from the New Subordinated Notes; and (iv) the other transactions contemplated herby to occur on or immediately following the Amendment No. 1 Date.
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New Transactions means the purchase of 100% of the outstanding membership interests of Holdco Co-Borrower by Ultimate Parent Co-Borrower from Triarc Acquisition, LLC in exchange for 33% of the outstanding membership interests in Ultimate Parent Co-Borrower, the distribution by Triarc Acquisition, LLC of 33% of the outstanding membership interests in Ultimate Parent Co-Borrower to Sponsor, the entrance into and borrowings under this Agreement on the Restatement Effective Date and the repayment and termination of the Wendy’s Credit Agreement. Notwithstanding anything herein to the contrary, the New Transactions shall be permitted by this Agreement.
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New Transactions means, collectively, the transactions contemplated by this Agreement, the Senior 2006 Notes Offering, the Post-Closing Transactions, the Acquisition and the transactions related thereto, including the tender for the 10 3/8% Discount Notes of PanAmSat Holdco and the change of control offer in connection with the Senior 2004 Notes.
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New Transactions means (1) the funding of the term loans under the Senior Credit Facility on the Issue Date and the consummation of the other transactions contemplated by the Senior Credit Facility, (2) the refinancing of the Issuer’s existing debt on the Issue Date as described in the Offering Memorandum, (3) the issuance of the Notes, (4) the making of the Special Dividend, (5) the consummation of any other transactions in connection with the foregoing and (6) the payment of the fees and expenses incurred in connection with any of the foregoing.
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New Transactions has the meaning given in Section 2.2(a)(i). __________________
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Related to New Transactions

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • 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.

  • 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.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

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

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Excluded Transactions means:

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • 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 holders of Common Shares. Such term does not include:

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

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

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.