Legacy Transaction definition

Legacy Transaction means any Transaction with respect to which the Purchase Date occurred prior to the Second Amendment Closing Date.
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Legacy Transaction means the full or partial sale, license, transfer or other disposition entered into by the Company with any Person with respect to any one or more of the Legacy Assets, for which one or more definitive agreements shall have been entered into prior to the Outside Date. For purposes of clarity, more than one transaction can constitute a Legacy Transaction pursuant to this Agreement.
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Examples of Legacy Transaction in a sentence

  • Any such payment of the Check-Cap Legacy Transaction Eligible Proceeds to the Check-Cap Legacy Holders shall be subject to all applicable federal, state and local tax withholding requirements; provided, however, that unless otherwise required by applicable Law, such payments made pursuant to this Section 8.16 shall be treated as an adjustment to the Check-Cap Merger Consideration for federal, state and foreign income Tax purposes to the extent so determined in the relevant tax ruling.

  • For the avoidance of doubt, ▇▇▇▇▇▇▇▇ shall in no event be prohibited under this Agreement from engaging in or effecting a Company Legacy Transaction (as defined in the Merger Agreement) pursuant to Section 5.2(c) of the Merger Agreement.

  • Keystone shall have received true and complete copies of all documentation for each Check-Cap Legacy Transaction entered into by Check-Cap.

  • For the avoidance of doubt, the potential entitlement by a Check-Cap Legacy Holder to any Check-Cap Legacy Transaction Eligible Proceeds is non-transferable.

  • In connection with ------------------------- the Transactions, other than the Legacy Transaction Costs, none of the Company Entities has incurred any liability or obligation to pay fees or commissions to brokers, finders, investment bankers, attorneys, consultants or other representatives for which any of the Akzo Nobel Entities or Solutia or their respective Affiliates would be responsible.

  • Nobul shall have received true and complete copies of all documentation for each Check-Cap Legacy Transaction entered into by Check-Cap.

  • On or before the Closing, Fresh Vine shall have effected a liquidation, spin out, distribution, or otherwise disposition of the Fresh Vine Legacy Assets and completed the Fresh Vine Legacy Transaction, or discontinued the Fresh Vine Legacy Business, in a manner reasonably acceptable to the Company.

  • However, in the event of a dispute arising from the delivery of a Notice of Objection, the sole matter to be settled by arbitration will be whether a Legacy Transaction has occurred or Net Proceeds have been received on or before the Outside Date.

  • Notwithstanding anything to the contrary herein, any Parent Legacy Transaction (as defined in the Merger Agreement) shall not constitute a Fundamental Transaction.

Related to Legacy Transaction

  • Company Transaction means the consummation of

  • Equity Transaction means, with respect to any member of the Consolidated Group, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a member of the Consolidated Group, (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.

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

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

  • 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.