Distribution Transactions definition

Distribution Transactions has the meaning set forth in the Recitals.
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Distribution Transactions shall have the meaning set forth in Section 4.1.1 hereof.
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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.
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Examples of Distribution Transactions in a sentence

  • 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 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.

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

  • 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of the dividend of SpinCo Common Stock to Jefferies shareholders, shall have been duly approved, authorized and not rescinded by the Board of Directors of Jefferies in accordance with applicable law and its certificate of incorporation and bylaws as amended and as in effect on the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.

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

  • 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”).

  • If subsequent to the Closing, Buyer believes that intellectual property that was used in its business prior to the Closing is improperly registered in Seller’s name and was not conveyed as part of the Contribution and Distribution Transactions, Buyer will provide written notice thereof to Seller (together with reasonable supporting documentation).

  • In the event CalSTRS has validly exercised the Distribution Option, and the Distribution Transactions are not consummated because of default under or breach of this Agreement on the part of CalSTRS, TPG shall be entitled, as its sole and exclusive remedies, either (a) to terminate this Agreement and receive the return of the Deposit, or (b) to enforce specific performance of this Agreement (and to recover any attorneys' fees incurred by TPG in connection with enforcing this Agreement).

  • Provided that CalSTRS has validly exercised the Distribution Option, the consummation of the Distribution Transactions (the “Closing”) will take place at the office of CalSTRS’ counsel in Los Angeles, California on a date designated by CalSTRS, but in no event later than 11:00 a.m. Pacific time on December 15, 2013.

  • EXHIBIT C Selected Information On Precedent Acquisitions Date Announced/ Date Effective Acquirer ---------------------------------------- ------------------------------------------------- Supply Distribution Transactions ---------------------------------------- 01/09/95 04/05/95 Associated Stationers, Inc.


More Definitions of Distribution Transactions

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.
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Related to Distribution Transactions

  • 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.

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

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

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

  • 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.

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

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

  • Business Combination Transaction means:

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

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

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

  • 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.

  • 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.

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

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

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

  • 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:

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

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

  • Transaction Deductions means any deduction permitted for income Tax purposes attributable to (i) Transaction Expenses or other similar expenses paid on or prior to the Closing Date; and (ii) any fees, expenses, and interest (including amounts treated as interest for income Tax purposes) that were incurred in connection with the Indebtedness (or payment thereof).

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • 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:

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • 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.