Third Party Exchange Transfer definition

Third Party Exchange Transfer has the meaning ascribed to such term in Section 4.11(b).
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Examples of Third Party Exchange Transfer in a sentence

  • For the avoidance of doubt, the Company shall not without the prior written consent of the Purchaser (which consent may be withheld, delayed or conditioned in the Purchaser’s sole discretion), directly or indirectly consummate an Exchange Transaction or a Third Party Exchange Transfer if such exchange involves a third party (i.e., a Person that is neither the Company nor any existing security or debt holder of the Company).

  • For the avoidance of doubt, the Company shall not without the prior written consent of the Purchaser (which consent may be withheld, delayed or conditioned in the Purchaser’s sole discretion), directly or indirectly consummate an Exchange Transaction or a Third Party Exchange Transfer if such exchange involves a third party ( i.e. , a Person that is neither the Company nor any existing security or debt holder of the Company).

  • Notwithstanding the foregoing, this Section 4.18 shall not apply to any Exchange Transaction or Third Party Exchange Transfer by any Person on account of (a) any fees, salaries, bonuses, or other compensation to employees or directors of the Company or any of its Subsidiaries, or (b) any Exempt Issuance.

Related to Third Party Exchange Transfer

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Fannie Mae Transfer As defined in Section 13 hereof.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

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

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.