NEWCO TRANSACTION Sample Clauses

NEWCO TRANSACTION. The term “Newco Transaction” means the first issuance, sale, distribution or exchange, completed after the Employment Date, of equity securities of Newco or of any direct or indirect parent of Newco, other than Pride International, Inc. and its successors, in each case which issuance, sale, distribution or exchange results in such equity securities being traded on any United States national securities exchange or over-the-counter market or on any recognized foreign securities market, including without limitation (i) a registered underwritten public offering of such equity securities, (ii) a public offering of such equity securities on any recognized foreign securities market, (iii) a distribution of such equity securities to the stockholders of Pride International, Inc. or its successors or (iv) an exchange of such equity securities for equity securities of Pride International, Inc. or its successors.
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NEWCO TRANSACTION. Cornerstone shall have executed and delivered to Newco the applicable Newco Documents and the transactions contemplated thereby to be consummated on or before the Closing Date shall have been consummated.
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NEWCO TRANSACTION. 1.2 NYSE .............................................................. 1.7(c) Operating Partnership Units ....................................... 3.2(a) Outside Property Management Agreements ............................ 2.18(f) Payor ............................................................. 7.2
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NEWCO TRANSACTION. On the Closing Date, immediately following the Closing, the Parties agree to consummate the following additional transactions and to perform the following additional acts, and the Buyer agrees to cause Newco to complete each of the following transactions required to be performed hereunder by it:
Sample 1
NEWCO TRANSACTION. The Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties will continue to work together in good faith to evaluate opportunities to maximize the value of all or some of the assets or equity of NewCo, including through a rights offering, marketing process, private placement, or otherwise (any such transaction, a “NewCo Transaction”). The terms of any such NewCo Transaction will be acceptable to each of the Debtor, the Required Ad Hoc Senior Noteholder Parties, and the Creditors’ Committee. Tax Attributes At least one day prior to the Plan Effective Date, the Debtor will abandon its interest in the stock of Silicon Valley Bank (and all entities and arrangements treated as a single entity with or successor(s) to Silicon Valley Bank for U.S. federal income tax purposes) and take a corresponding worthless stock deduction.
Sample 1
NEWCO TRANSACTION. 1.2 NYSE............................................................................. 1.7(c) Operating Partnership Units...................................................... 3.2(a) Outside Property Management Agreements........................................... 2.18(f) Payor............................................................................ 7.2 Pension Plan..................................................................... 2.12 Person........................................................................... 2.2(a) Property Restrictions............................................................ 2.9(a) Proxy Statement.................................................................. 5.1 Purchase and Sale Agreement...................................................... Recital C Qualifying Income................................................................ 7.2 Recipient........................................................................ 7.2
Sample 1
NEWCO TRANSACTION. The term “Newco Transaction” means the first issuance, sale, distribution or exchange, completed after the Effective Date, of equity securities of Newco or of any direct or indirect parent of Newco, other than Pride International, Inc. and its successors, in each case which issuance, sale, distribution or exchange results in such equity securities being traded on any United States national securities exchange or over-the-counter market or on any recognized foreign securities market, including without limitation (i) a registered underwritten public offering of such equity securities, (ii) a public offering of such equity securities on any recognized foreign securities market, (iii) a distribution of such equity securities to the stockholders of Pride International, Inc. or its successors or (iv) an exchange of such equity securities for equity securities of Pride International, Inc. or its successors.
Sample 1
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Related to NEWCO TRANSACTION

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Merger Transaction Section 2.1

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

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