Consolidation Transactions definition

Consolidation Transactions means the consolidation transactions, including the Private Placement, proposed to be entered into by GREAT, as described in the Proxy Statement.
Sample 1Sample 2Sample 3
Consolidation Transactions. The closing under the Contribution Agreement (as described in the Proxy Statement), the Exchange Offer and the Refinancing (as described in the Proxy Statement) shall have occurred, or all of the conditions thereto shall have been satisfied so that the closings thereunder occur concurrently with the sale of the Purchased Shares.
Sample 1Sample 2Sample 3
Consolidation Transactions is defined in the recitals hereto.
Sample 1Sample 2Sample 3

Examples of Consolidation Transactions in a sentence

  • Prior to the Closing Date, no party may, or may it permit its Affiliates to, issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of Buyer and the Company, except that Buyer may disclose details of this Agreement to other participants in, or as necessary to effect, the Consolidation Transactions.

  • Buyer shall have available, on commercially reasonable terms reasonably satisfactory to Buyer, debt financing sufficient to finance the cash portion of the Purchase Price and the cash portion of the purchase price being paid by Buyer pursuant to each of the Consolidation Transactions, and to provide Buyer with adequate working capital following the transactions contemplated hereby and the Consolidation Transactions.

  • From and after the Closing, Buyer or its Affiliates may have liabilities or obligations for money borrowed to effect the Consolidation Transactions and as a result of acquisitions by Buyer in the Consolidation Transactions, and Buyer makes no representations or warranties about any such liabilities or obligations or the absence thereof.

  • For these purposes, "PRE-TAX INCOME" of any particular company means that company's projected 1998 pre-tax income, as adjusted pursuant to agreement between Buyer and that company to reflect certain cost reductions and modified business practices and accounting methods expected to take effect after the closing of the Consolidation Transactions.

  • The domains Bω ×Bω and Bω ⇒ Bω are retracts of Bω, simply because Bω is universal.

  • Prior to or concurrent with the Closing, Buyer shall have closed or be closing Consolidation Transactions with companies, including the Company, having aggregate Pre-tax Income of at least $20 million.

  • There shall not be any action, suit, proceeding, hearing or investigation or order, decree or injunction of any nature or type threatened, pending or made by or before any governmental body that questions or challenges the lawfulness of the transactions contemplated by this Agreement or in connection with any of the Consolidation Transactions under any law or regulation or seeks to delay, restrain or prevent or obtain damages in respect of such transactions.

  • The Purchaser encourages Limited Partners who did not receive a copy of such preliminary proxy or who have misplaced it to request a copy of the Proxy Statement, for more information relating to the Consolidation Transactions and the business of Grove Property Trust, and certain risks and conflicts associated with its business, including a pro forma composite financial statement (unaudited) of Grove Property Trust reflecting the consummation of the Consolidation Transactions.

  • You have requested that we render our opinion with regard to the U.S. federal income tax consequences of the Consolidation Transactions.

  • The Consolidation Transactions described in Section 1.01 hereof and all closing deliveries shall be deemed concurrent for all purposes.


More Definitions of Consolidation Transactions

Consolidation Transactions means the consolidation transactions more fully described in "The Consolidation Transactions - The Consolidation".
Sample 1Sample 2Sample 3
Consolidation Transactions means (i) the Primary Mergers; (ii) the Secondary Mergers and (iii) the merger of RLJ Lodging II Master, LLC, a Delaware limited liability company, and RLJ Real Estate III Master, LLC, a Delaware limited liability company, with and into RLJ Lodging Trust, L.P., a Delaware limited partnership of which the New REIT is the sole general partner.
Sample 1Sample 2
Consolidation Transactions shall have the meaning set forth in the Recitals to this Agreement.
Sample 1
Consolidation Transactions. Recitals "Confidential Information" 9.1 "Confidentiality Agreement" 8.1 "Disclosure Schedule" 6.1 "ERISA" 6.2(m) "Escrow Agent" 4.1 "Escrow Deposit" 4.1 "Excluded Assets" 10.2(b) "Final Closing Adjustment" 3.3(d) "Final Closing Balance Sheet" 3.3(b) "Final Shareholders Equity" 3.3(a) "Government Antitrust Entity" 10.1(b)(ii) "HSR Act" 10.1(a) "Indemnifying Party" 14.6(a) "Independent Accounting Firm" 3.3(c) "Initial Bonus" 10.6 "Intellectual Property" 6.2(k)
Sample 1
Consolidation Transactions refers to the acquisition by Buyer in a series of transactions, prior to or concurrent with the Closing, of various companies selected by Buyer in its discretion and engaged in the business of cost reduction, cost recovery and profit
Sample 1

Related to Consolidation Transactions

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

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

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

  • Business Combination Transaction means:

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

  • 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.

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

  • 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.

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

  • 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.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Significant Transaction means a transaction which meets any one of the tests below:

  • 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.

  • 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.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;