Division Transaction definition

Division Transaction. (a) The division of a limited liability company into two or more limited liability companies pursuant to a “plan of division” or similar method or (b) the creation, or reorganization into, or allocation of its assets to, one or more series, in each case within the meaning of the Delaware Limited Liability Company Act or similar statute in any other state.

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Division Transaction means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons or (b) creates or otherwise reorganizes into one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation, Section 18-217 of the Delaware LLC Act.

Division Transaction means, with respect to any Restricted Party that is a limited liability company, the adoption of a “plan of division,” the filing of a certificate of division” or the taking of any other action such that such Restricted Party (a) divides into two or more Persons (regardless of whether such Restricted Party survives such division) or (b) creates or reorganizes into one or more “series LLCs.”

Examples of Division Transaction in a sentence

• Corporate Advisory Division Transaction Management Group ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Documentation Manager Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ For all purposes.

• The Borrower will not be a party to any merger or consolidation, Division Transaction, or purchase or otherwise acquire any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease any of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than as permitted pursuant to this Agreement, the Sale Agreement and any Third Party Sale Agreement).

• The Borrower shall not (x) merge or consolidate or amalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), (y) enter into (or agree to enter into or permit any of its Subsidiaries to enter into) any Division Transaction or (z) sell all or substantially all of its assets.

• Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, Asset Disposition or transfer, or similar term, shall be deemed to apply to a Division Transaction (or the unwinding of such a Division Transaction), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, Asset Disposition or transfer, or similar term, as applicable, to, of or with a separate Person.

• Such Co-Borrower shall not liquidate or dissolve, or combine, merge or consolidate with or into any other entity, consummate any Division Transaction, or change its legal form, or implement any material acquisition or purchase of assets consisting of a business or line of business from any Person, or change the nature of its business, or purchase or otherwise acquire all or substantially all of the assets of any Person.

• Immediately upon consummation of the Ambulatory Surgery Division Transaction, Borrower shall deliver to Administrative Agent (a) a true, correct and complete copy of the transaction documents and (b) 100% of the proceeds.

• Enter into, effectuate or consummate a Division Transaction unless such Division Transaction complies with Section 15.24.

• Corp▇▇▇▇▇ ▇▇visory Division Transaction Management Group 745 Seventh Avenue New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone No.: (212) 526-7187 Facsimile No.: (212) 526-76▇▇ For all purp▇▇▇▇.

• Corporate Advisory Division Transaction Management Group 745 Seventh Avenue ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇ation Manager Telephone No.: (212) 526-7187 Facsimile No.: (▇▇▇) ▇▇▇-7672 ▇▇▇ ▇▇▇ purposes.

• Corporate Advisory Division Transaction Management Group ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Documentation Manager Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (For all purposes) Address for notices or communications to Party B: Address: HSBC Bank USA, NA ▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ # ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a copy to: Address: ▇▇▇▇▇ Fargo Bank, N.A. ▇.▇.

More Definitions of Division Transaction

Division Transaction means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Person or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including Section 18-217 of the Delaware Limited Liability Company Act. 752805876 23733713

Division Transaction means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons or (b) creates or otherwise reorganizes into one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation, Section 18-217 of the Delaware LLC Act. “Dollar” or “$” means lawful currency of the United States of America. “Dollar Capital” means Capital initially funded by the Purchasers in Dollars. “Dollar Purchase” means any Purchase denominated in the Dollars. “Dollar Equivalent” means, on any date on which a determination thereof is to be made, with respect to (a) any amount denominated in Dollars, such amount and (b) any amount denominated in EUROS, the Dollar equivalent of such amount of EUROS determined by reference to the Spot Rate determined as of such determination date.

Division Transaction any Group Member’s division into two or more separate entities as contemplated under Section 18-217 of the Delaware Limited Liability Act for limited liability companies formed under Delaware law or under any similar provision in any other applicable jurisdiction.

Division Transaction means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons or (b) creates or otherwise reorganizes into one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation, Section 18- 217 of the Delaware LLC Act. “Dollars” and “$” each mean the lawful currency of the United States of America. “Eligible Assignee” means (i) any Committed Lender or any of its Affiliates, (ii) any Person managed by a Committed Lender or any of its Affiliates and (iii) any other financial or other institution. “Eligible Foreign Obligor” an Obligor that is a corporation or other business organization that is organized in or that has a head office (domicile), registered office, and chief executive office located in a country other than (x) the United States or (y) a

Division Transaction means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Person or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated