LuxCo Transaction definition

LuxCo Transaction means, collectively, (a) (i) a loan of funds (including Loan proceeds) by the Borrower to SXC US to finance the Merger and related costs and expenses and a guaranty of repayment of such loan given by one or more of the Subsidiary Guarantors (other than LuxCo), (ii) the contribution by the Borrower of the promissory note or notes of SXC US evidencing such loan and such guaranties to LuxCo and (iii) payments on such promissory note or notes and guaranties being made by SXC US or such Subsidiary Guarantors to LuxCo, which may distribute the same to the Borrower and (b) any other transaction consisting of a loan of funds permitted hereby made by the Borrower to a Wholly-Owned Domestic Subsidiary and a guaranty of repayment of such loan by one or more of the Subsidiary Guarantors (other than LuxCo), a contribution by the Borrower of the promissory note or notes evidencing such loan and such guaranties to LuxCo and payments on such promissory note or notes and guaranties being made by SXC US or such Subsidiary Guarantors to LuxCo, which may distribute the same to the Borrower.
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LuxCo Transaction means, collectively, (a) (i) a loan of funds (including Loan proceeds) by the Borrower to SXC US to finance the Merger and related costs and expenses and a guaranty of repayment of such loan given by one or more of the Subsidiary Guarantors (other than a LuxCo), (ii) the contribution by the Borrower of the promissory note or notes of SXC US evidencing such loan and such guaranties to a LuxCo, (iii) the transfer of such promissory note or notes of SXC US and such guaranties to another LuxCo as a contribution, in exchange for one or more promissory notes or for other consideration, (iv) payments on such promissory note or notes and guaranties being made by such SXC US or such Subsidiary Guarantors to a LuxCo, which may distribute the same to the Borrower or to another LuxCo and (v) payments on any promissory note or notes issued by a LuxCo to another LuxCo as described in clause (iii) above, which may distribute the same to the Borrower, (b) any other transaction consisting of a loan of funds permitted hereby made by the Borrower to a Wholly-Owned Domestic Subsidiary and a guaranty of repayment of such loan by one or more of the Subsidiary Guarantors (other than LuxCo), a contribution by the Borrower of the promissory note or notes evidencing such loan and such guaranties to LuxCo, the transfer of such promissory note or notes of such Wholly-Owned Domestic Subsidiary and such guaranties to another LuxCo as a contribution, in exchange for one or more promissory notes or for other consideration, payments on such promissory note or notes and guaranties being made by such Wholly-Owned Domestic Subsidiary or such Subsidiary Guarantors to a LuxCo, which may distribute the same to the Borrower or another LuxCo and payments on any promissory note or notes issued by a LuxCo to another LuxCo which may distribute the same to the Borrower and (c) the transfer (by contribution or otherwise) by the Borrower of the equity interests of a LuxCo to another LuxCo.
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LuxCo Transaction means the transactions contemplated by the LuxCo Purchase Agreement.
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Examples of LuxCo Transaction in a sentence

  • Notice may be communicated in person; by telephone, teletypeelectronic transmission, email, or other form of wire or wireless or electronic communication; or by mail or private carrier.

  • The Borrower shall (a) not permit LuxCo to own any assets, engage in any business activity or have any liabilities other than (i) assets, activities and liabilities in connection with any LuxCo Transaction and (ii) activities incidental to the maintenance of its corporate existence and, in any event, shall not permit LuxCo to incur any Indebtedness except in connection with any LuxCo Transaction and (b) cause LuxCo to at all times after its formation be a direct Wholly-Owned Subsidiary.


More Definitions of LuxCo Transaction

LuxCo Transaction means, collectively, (a) (i) a loan of funds by the Company to a wholly-owned Subsidiary of the Company to finance the acquisition of Catalyst Health Solutions, Inc. and related costs and expenses and a guaranty of repayment of such loan given by one or more of the Guarantors (other than LuxCo), (ii) the contribution by the Company of the promissory note or notes of such wholly-owned Subsidiary evidencing such loan and such guarantees to LuxCo and (iii) payments on such promissory note or notes and guarantees being made by such wholly-owned Subsidiary or such Guarantors to LuxCo, which may distribute the same to the Company, and (b) any other transaction consisting of a loan of funds made by the Company to a wholly-owned Subsidiary of the Company and a guaranty of repayment of such loan by one or more of the Guarantors (other than LuxCo), a contribution by the Company of the promissory note or notes evidencing such loan and such guarantees to LuxCo and payments on such promissory note or notes and guarantees being made by such wholly-owned Subsidiary or such Guarantors to LuxCo, which may distribute the same to the Company.
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Related to LuxCo Transaction

  • 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 Shareholders. Such term does not include:

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

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

  • 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.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • 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.

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

  • Public-finance transaction means a secured transaction in connection with which:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • 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.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

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

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • 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.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • 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:

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a 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.

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • 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.