Holding Company Transaction definition
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Corporation representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Corporation for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Corporation or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to any Person other than one of the Corporation’s subsidiaries; provided that, in the case of either clause (a) or (b), the Corporation or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Holding Company Transaction means (a) any transaction (including,without limitation, any acquisition, merger or consolidation) a result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended,
Examples of Holding Company Transaction in a sentence
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “Holding Company Preferred Stock”).
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Senior Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “Holding Company Preferred Stock”).
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each Senior Security shall be converted into or exchanged for securities having equal face amount, rank and preferences of the Company or the Acquiror (a “Holding Company Senior Security”).
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Series C Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Corporation or the Acquiror (the “Holding Company Preferred Stock”).
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Corporation or the Acquiror (the “Holding Company Preferred Stock”).
More Definitions of Holding Company Transaction
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Corporation representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Corporation for purposes of generally accepted accounting principles in the United States, or
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Company for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any Person other than one of the Company’s subsidiaries; provided that, in the case of either clause (a) or (b), the Company or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Capital Interests or (ii) is otherwise required to consolidate the Company for purposes of generally accepted accounting principles in the United States, or
Holding Company Transaction means a transaction involving the Equity Interests of the Borrower being exchanged or otherwise transferred for Equity Interests in a newly formed holding company of the Borrower, resulting in such newly formed holding company being the direct parent of the Borrower and the ultimate equity owners of the Borrower being direct equityholders of such newly formed holding company or its direct or indirect parent; provided that such newly formed holding company (i) shall become a Loan Party by executing and delivering a joinder to the Guaranty and Collateral Agreement and (ii) does not have any material liabilities (other than liabilities arising under the Loan Documents), own any material assets (other than 100% of the Equity Interests of the Borrower, all of which shall be pledged as Collateral pursuant to the Guaranty and Collateral Agreement) or engage in any operations or business, other than (a) the ownership of the Borrower, (b) the maintenance of its corporate existence, (c) liabilities incidental to the conduct of its business as a holding company, (d) the sale and issuance of Equity Interests and the maintenance and investment of any proceeds thereof, and the incurrence of any liabilities, costs and expenses reasonably related thereto, whether or not such issuance of Equity Interests is consummated, (e) the imposition of Permitted Liens, (f) opening and maintaining bank and deposit accounts, (g) providing Guarantees for the benefit of any Loan Party or Non-Guarantor Restricted Subsidiary to the extent such Person is otherwise permitted to enter into the transaction under this Agreement (including Guarantees of lease obligations), (h) participating in tax, accounting and other administrative matters as a member of a consolidated group with the Borrower, (i) activities incidental to the business or activities described in the foregoing clauses (a) through (h) and (j) receiving and distributing the dividends, distributions and payments permitted to be made to such holding company pursuant to Section 7.08.
Holding Company Transaction means the occurrence of (a) any
Holding Company Transaction means the mergers of Buyer and Turnxx Xxxadcasting System, Inc. ("TBS") with separate subsidiaries of the Holding Company pursuant to the Amended and Restated Agreement and Plan of Merger dated as of September 22, 1995 (as amended prior to October 10, 1996), among Buyer, the Holding Company, Time Warner Acquisition Corp., TW Acquisition Corp. and TBS.
Holding Company Transaction shall refer to a transaction substantially in the form of the following:
(i) Seller shall cause STE to form a new United States corporation (“Holdco”) and to contribute all of the Shares of the Company to Holdco in exchange for common stock and preferred stock of Holdco with identical rights to the outstanding common stock and preferred stock of the Company. Seller shall take no action to cause Holdco to be taxed in any manner, with the result that Holdco shall be treated as a domestic corporation for United States federal income tax purposes.
(ii) The Company shall convert to a limited liability company (the “Converted Entity”) that is treated or elects to be treated as an entity that is disregarded as separate from Holdco for United States federal income tax purposes. Upon Buyer’s reasonable request, Seller shall reasonably cooperate with respect to the conversion of Subsidiaries of the Company into limited liability companies that are treated as entities that are disregarded as separate from Holdco for United States federal income tax purposes.
(iii) The Converted Entity shall distribute its interest in the Charterhouse Entities to Holdco.
(iv) Seller shall cause Holdco to sell to Buyer and Buyer shall purchase from Holdco all of the membership interests of the Converted Entity for cash in an amount equal to the Purchase Price in a manner consistent (to the extent possible) with the remaining provisions of this Agreement.
(v) Holdco shall promptly use a portion of the net proceeds to redeem the preferred stock issued by Holdco to STE and then distribute the balance of such proceeds to STE as a dividend.