Ancillary Transactions definition

Ancillary Transactions means the transactions contemplated by each of the Ancillary Agreements.
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Ancillary Transactions means the transactions contemplated by the Precision Acquisition, the Senior Credit Agreement, the Second Lien Credit Agreement and the Purchase Agreement and the issuance of Series A Senior Convertible Preferred Stock, Series B Senior Convertible Preferred Stock and Junior Secured Convertible Notes.
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Ancillary Transactions means certain transactions being entered into in connection with the completion of the Transaction, primarily consisting of the Development Agreements and the Bus Services Agreement, as more particularly described in the proxy circular under “The Transaction and the Ancillary Transactions — Overview of the Ancillary Transactions”.
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Examples of Ancillary Transactions in a sentence

  • Amounts due from/(to) related partiesThe amounts due from/(to) related parties are transactions between the Group and Interested Persons (“Silverlake Entities”) under the approved General Mandate for Interested Person Transactions and the Ancillary Transactions Mandate (collectively "Mandates").

  • Project coordination and implementation arrangements have been designed and agreed upon to overcome capacity constraints and reduce institutional bottlenecks to project execution while maintaining a high level of ownership with MINAG and the Provincial Directorates of Agriculture (DPAs).

  • All Ancillary Transactions (including EFSs, EFPs, EOOs, and Negotiated Option Strategy transactions) as set out in Exchange Rule 8C.01 are to be processed through the clearing facilities designated, or the ICE BLOCK facility, or such other facility as may be determined, from time to time.

  • Since no applicable percentage ratios set out in Rule 19.07 of the GEM Listing Rules in respect of the Ancillary Transactions exceed 5%, the Ancillary Transactions are not discloseable transactions for the purposes of the GEM Listing Rules, but are disclosed pursuant to Inside Information Provisions under Part XIVA of the Securities and Future Ordinance (Cap.

  • The Ancillary Transactions were approved by the shareholders at the Company’s Special General Meeting on 28 January 2010.

  • Buddy’s and Liberty agree that the initial press release to be issued with respect to the Transactions and the Ancillary Transactions shall be in the form heretofore agreed.

  • It will clear certain of its Exchange transactions, both Trading System and Ancillary Transactions, through (the "Clearing Participant").

  • Ancillary Transactions submitted to the Exchange through ICE Block will not be subject to the Error Trade Policy.

  • Accordingly, the Ancillary Transactions do not constitute connected transactions of the Company under Chapter 20 of the GEM Listing Rules.

  • Except with respect to such initial press release, the Member Representative shall not, and shall cause the Buddy’s Members not to, issue any press release, public statement or disclosure with respect to this Agreement, the Ancillary Agreements, the Transactions and the Ancillary Transactions or the terms thereof except as may be required by Law.


More Definitions of Ancillary Transactions

Ancillary Transactions means the Sale Transactions and the Reorganization;
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Ancillary Transactions has the meaning set out in Clause 2.3;
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Ancillary Transactions shall have the meaning set forth in the 6th recital of this Agreement.
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Ancillary Transactions means the transactions contemplated by each of the Ancillary Agreements. “Buddy’s ERISA Affiliate” means each entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c),
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Related to Ancillary Transactions

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

  • Extraordinary Transaction means any merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination involving the Company requiring a vote of stockholders of the Company.

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

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

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

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

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

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

  • 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.

  • Company Transaction means the consummation of

  • 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.

  • 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.

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

  • Excluded Transactions means:

  • 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.

  • Company Transaction Costs means the transaction costs and expenses of the Acquired Companies relating to the Merger, including all legal and accounting fees, brokerage fees, commissions and finders’ fees payable to brokers or finders that were employed by any Acquired Company or any of its agents, officers, directors or employees or agents thereof.

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

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

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

  • 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.

  • 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.

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • Transaction Size means Lot Size multiplied by number of Lots.

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