Assumption Transaction definition

Assumption Transaction has the meaning given that term in Section 12.20.
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Assumption Transaction is defined in Section 23.
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Assumption Transaction has the meaning given that term in Section 12.20. “Bankruptcy Code” means the Bankruptcy Code of 1978, as amended. “Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%. Each change in the Base Rate shall take
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Examples of Assumption Transaction in a sentence

  • Transaction Assumption Transaction assumption assumes that all the assets to be valued are being transacted, and the valuers valuate the assets by simulating a market transaction with reference to, among others, trading conditions of the assets to be valued.

  • For the purpose of this Agreement, the term "unimpaired capital" shall mean the sum of the Bank's paid in capital, capital surplus, retained earnings and allocation for loan and lease losses with respect to any loans and leases, immediately following consummation of the Purchase and Assumption Transaction.

  • Giving effect to the Purchase and Assumption Transaction, the Bank has no obligation or liability (contingent or otherwise) that has not been fully assumed by First Alliance Bank, except as disclosed in the Bank's Financial Statement.

  • For the purpose of this Agreement, the term "unimpaired capital" shall mean the sum of the Bank's paid in capital, capital surplus, retained earnings, and allocation for loan and lease losses with respect to any loans and leases, immediately following consummation of the Purchase and Assumption Transaction.

  • The Reorganization shall be accomplished by means of the Transfer and Assumption Transaction, the Charter Conversion Transaction, the Reincorporation Merger Transaction and the RIT/New RIT Merger Transaction, each of which shall be consummated in sequential order on the Closing Date (as defined in Section 1.07 hereof).

  • BCBSMo and RIT shall take all reasonable and lawful action and shall execute all documents, certificates and other papers as may be necessary or appropriate in order to consummate the Transfer and Assumption Transaction in accordance with this Agreement and the Assumption Reinsurance Agreement.

  • The Bank and First Alliance Bank shall have entered into and shall, prior to or contemporaneously with the Closing hereof, consummate the Purchase and Assumption Transaction pursuant to an agreement substantially in the form of Exhibit 1 attached hereto, as a result of which the financial position of the Bank will conform to the Bank Financial Statement referred to in Section 4.4 hereof.

  • BCBSMo shall use its best efforts to cause the Charter Conversion Effective Time to occur immediately after consummation of the Transfer and Assumption Transaction on the Closing Date.

  • On the Closing Date, immediately upon consummation of the Transfer and Assumption Transaction, BCBSMo and the Foundation shall consummate the Charter Conversion Transaction as provided below in this Section 1.03.

  • The Bank has delivered to the Company prior to the execution of this Agreement the following financial statement (a copy of which is attached hereto as Exhibit 2) of the Bank (referred to herein, together with the footnotes thereto, as the "Bank's Financial Statement"): A pro forma balance sheet giving effect to the asset purchase transaction pursuant to the Purchase and Assumption Transaction referred to in Section 9.12 hereof.

Related to Assumption Transaction

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

  • 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.

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

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

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

  • 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • 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.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

  • 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.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

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

  • Business Combination Transaction means:

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

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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

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

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • 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.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to: