DTE Transaction definition

DTE Transaction means, collectively, all of the transactions contemplated by the DTE Transaction Agreements.
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Examples of DTE Transaction in a sentence

  • Except for rights under this Agreement and the DTE Transaction Agreements, the Restricted Parties and the Non-Party Buyer Affiliates do not own any options, warrants, or convertible securities, or other rights, agreements, arrangements, or commitments of any character exercisable or convertible for, or to acquire, any additional shares of capital stock of, or other equity interest in, the Company.

  • Seller has the requisite corporate power and authority to execute, deliver, and perform its obligations under each DTE Transaction Agreement to which it is a party, and to consummate the transactions contemplated thereby.

  • The execution, delivery, and performance by Seller of each DTE Transaction Agreement to which it is a party, and the consummation of all transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Seller.

  • Neither Seller nor any of its Affiliates has made any public announcement with respect to the Company Transaction or the DTE Transaction.

  • For the avoidance of any doubt, the Parties acknowledge that in the event (x) all of the conditions of a Party’s obligation to consummate the DTE Transaction contained in Sections 8.1, 8.2, and 8.3 have been either satisfied or waived, and (y) such Party has failed to consummate the DTE Transaction in breach of this Agreement, then any termination of this Agreement pursuant to clause (ii) of Section 9(b) shall not relieve such Party from any liabilities or damages arising out of such breach.

  • No Governmental Order by any court or other Governmental Authority, or other legal restraint or prohibition, shall be in effect preventing consummation of the DTE Transaction or challenging the validity, enforcement, or performance of any of the DTE Transaction Agreements, or permitting such consummation, enforcement, or performance only subject to any condition or restriction that has had or would reasonably likely have a material adverse effect on the DTE Transaction.

  • Seller shall have performed in all material respects all obligations, and shall have complied in all material respects with all agreements and covenants of Seller to be performed or complied with by it under each DTE Transaction Agreement to which it is a party.

  • From time to time prior to the Closing, at the reasonable request of either Party, the other Party shall execute and deliver, or cause to be executed and delivered, such additional documents and instruments and take all such further action as may be necessary or desirable to consummate the DTE Transaction Agreements.

  • This Agreement and the Foundation Purchase Agreement embody the entire agreement and understanding of the Parties in respect of the DTE Transaction.

  • The execution, delivery, and performance by each DTE Party of each DTE Transaction Agreement to which it is a party, and the consummation of all transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of each DTE Party.

Related to DTE Transaction

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • 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.

  • 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.

  • 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.

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • 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.

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

  • Company Transaction means the consummation of

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

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

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • 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:

  • Business Combination Transaction means:

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

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

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

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

  • 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.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

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