Distribution Transactions definition

Distribution Transactions has the meaning set forth in the Recitals.
Distribution Transactions shall have the meaning set forth in Section 4.1.1 hereof.
Distribution Transactions means either (a) (i) the contribution of all of the assets (other than the Estimated Tax Cash and the Owned SBR Shares) and all of the liabilities of the Company to a newly-formed, wholly-owned Subsidiary of the Company and (ii) the subsequent distribution of the capital stock of such wholly-owned Subsidiary to the Shareholders on a pro rata basis or (b) any other sale, transfer or disposition of all of the assets (other than the Estimated Tax Cash and the Owned SBR Shares) and liabilities of the Company, in each case pursuant to terms and conditions reasonably satisfactory to Parent.

Examples of Distribution Transactions in a sentence

  • As a condition precedent to the consummation of the transactions contemplated herein, the applicable Selling Parties shall have consummated the New LP Asset Transfer, the Distribution Transactions and the FLP Contribution, and shall also have procured the ▇▇▇▇▇▇▇ Consents, all in accordance with the terms and conditions of Article I hereof.

  • The obligation of each party to effect the Crown Partnership Distribution Transactions shall be subject to the fulfillment or waiver by the parties to the Merger Agreement at or prior to the Crown Partnership Distribution Closing Date of the conditions set forth in Sections 6.1, 6.2 and 6.3 of the Merger Agreement, which conditions are incorporated herein, mutatis mutandis, as if fully set forth herein.

  • All conditions precedent to the consummation of the Common Equity Financing, the issuance of the New Senior Notes, the Sale-Leaseback Transaction and the Intercompany Distribution Transactions as set forth in the relevant Documents therefor shall have been satisfied, and not waived unless consented to by each Agent and the Required Lenders, to the reasonable satisfaction of each Agent and the Required Lenders.

  • This Agreement and the transactions contemplated hereby, including the Pre-Distribution Transactions and the Other Distribution Transactions, the Distribution and the declaration of the dividend of SpinCo Common Stock to Jefferies shareholders, shall have been duly approved, authorized and not rescinded by the Board of Directors of Jefferies in accordance with applicable law and its certificate of incorporation and bylaws as amended and as in effect on the date of this Agreement.

  • For the avoidance of doubt, some or all of such Other Distribution Transactions may have already been implemented prior to the date hereof.

  • In connection with the Distribution, the Parties and the Exhibit A Parties shall effect each of the transactions set forth in Schedule 2.3 (the “Other Distribution Transactions”), which Other Distribution Transactions shall be accomplished prior to or following the Distribution, with such modifications, if any, as the Parties and the Exhibit A Parties shall determine are necessary or desirable for efficiency or similar purposes.

  • The Distribution Transactions shall have been consummated on or prior to the Closing Date in accordance with the Distribution Agreement in the form attached hereto as Exhibit 1.6 (the “Clearview Distribution Agreement”).

  • Section 4.1.1 On the Distribution Date, the transactions set forth on Schedule 4.1.1 hereto (the "Distribution Transactions") shall be effected.

  • President Shanghai Trading is of the view that the Product Distribution Transactions are of a recurrent nature and will take place on a regular and continuing basis in the ordinary and usual course of business of the Group; and that in future, the value of such transactions on an annual basis is expected to remain at a level above the de minimis thresholds under Rule 14A.33 of the Listing Rules but below the thresholds under Rule 14A.34 of the Listing Rules.

  • The closing under the CNP Third Party PSA shall be scheduled to occur immediately following (i.e., the same day as) the Closing of the Distribution Transactions hereunder.


More Definitions of Distribution Transactions

Distribution Transactions means either (a) (i) the contribution of all of the assets (other than the Estimated Tax Cash, the Georgia Facility and the Owned SBR Shares) and all of the liabilities of the Company to a newly-formed, wholly-owned Subsidiary of the Company and (ii) the subsequent distribution of the capital stock of such wholly-owned Subsidiary to the Shareholders on a pro rata basis or (b) any other sale, transfer or disposition of all of the assets (other than the Estimated Tax Cash, the Georgia Facility and the Owned SBR Shares) and liabilities of the Company, in each case pursuant to terms and conditions reasonably satisfactory to Parent.