Alternative Transaction Structure definition

Alternative Transaction Structure has the meaning set forth in Section 5.5(a)(i).
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Alternative Transaction Structure has the meaning set forth in Section 8.1(e).
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Alternative Transaction Structure. Section 7.7(a) “Anti-Corruption Laws” Section 4.29(a) “Antitrust Laws” Section 7.10(c)
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Examples of Alternative Transaction Structure in a sentence

  • Unless the Alternative Transaction Structure is agreed to by the Parties pursuant to Section 2.9, on the terms and subject to the conditions set forth in this Agreement, the Existing RMT Partner Charter shall be amended and restated to read in its entirety as set forth on Exhibit D (the “Amended RMT Partner Charter” and, such amendment and restatement, the “RMT Partner Charter Amendment”).

  • For avoidance of doubt, the parties hereto acknowledge and agree that (i) the purchase and sale of the Xxx Xxxxxx Parent common stock pursuant to the Alternative Transaction Structure is intended to constitute a taxable sale of such stock by Seller for U.S. federal income tax purposes and (ii) no election under Section 338 of the Code (including Section 338(h)(10) of the Code) shall be made with respect to such sale.

  • This Section 4.22 shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.

  • In the event of an Alternative Transaction Structure Election by Seller, the parties agree to enter into an amendment to this Agreement to implement such Alternative Transaction Structure; provided that such amendment shall not otherwise alter or affect the rights and obligations of the parties hereto.

  • Similarly, in connection with the Alternative Transaction Structure, Jupiter shall not be required to incur material risk or exposure (such as tax risk) greater than currently contemplated in the Agreement.

  • Without limitation, the Alternative Transaction Structure may require Jupiter to purchase the Property by assuming the Assumed Project Financing, delivering a promissory note to Post in an amount approximately equal to the liquidation value of the Preferred Units, and paying cash to Post for the balance of the Property Value.

  • Seller and Acquiror shall each pay, and be responsible for, 50% of all Transfer Taxes up to an aggregate amount of $4 million, and Seller shall pay, and be responsible for, all Transfer Taxes in excess of $4 million; provided, that any additional Transfer Taxes arising solely as a result of the implementation of an Alternative Transaction Structure shall be borne by the Party that requested the implementation of such Alternative Transaction Structure pursuant to Section 9.05.

  • The parties agree and acknowledge that the recitals of Exhibits A, D and F of the Original Agreement shall be modified as appropriate, in a manner consistent with this Amendment, to reflect the Alternative Transaction Structure.

  • Annex 3 Alternative Transaction Structure Initial Investors GS/Whitehall: $420 million (95%) (including additional investors selected by GS/Whitehall Tishman Speyer: $20 million (5%) Total Equity: $440 million Capitalization (in millions) New Financing(a) $ 430 Zeros 360 14% 75 ------- Total Debt 865 Equity 440 ------- Total $1,305 ------- -------------- (a) If new financing is not available on favorable terms, certain existing financing would remain in place.

  • As collateral for such promissory note, the Alternative Transaction Structure may require Jupiter to deliver to Post a letter of credit in the amount of the note.


More Definitions of Alternative Transaction Structure

Alternative Transaction Structure means the acquisition by the Company of certain of the Target Shares through the Legal Merger and the subsequent Share Sale and Liquidation as set out in more detail in the Structure Memorandum.
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Alternative Transaction Structure has the meaning set forth in Section 7.19.
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Alternative Transaction Structure has the meaning specified in Section 8.07(b).
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Alternative Transaction Structure has the meaning specified in Section 9.05(b).
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Alternative Transaction Structure has the meaning set forth in Section 5.6(a)(i). "Allocation Schedule" has the meaning set forth in Section 2.3.
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Related to Alternative Transaction Structure

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

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

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any collateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • 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.

  • 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.

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

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • 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:

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • 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.

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

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

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

  • Business Combination Transaction means:

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

  • 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.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • 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:

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

  • Alternative Proposal has the meaning set forth in Section 6.2(b).