P&A Transaction definition

P&A Transaction means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2.
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P&A Transaction means the purchase and sale of Assets and the assumption of Liabilities described in Sections 2.1 and 2.2.
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P&A Transaction has the meaning set forth in the Recitals.
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Examples of P&A Transaction in a sentence

  • No Order shall be in effect that prohibits or makes illegal the consummation of the P&A Transaction.

  • The Regulatory Approvals shall have been made or obtained, and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

  • Seller and Purchaser agree to cooperate to facilitate the orderly transfer of data processing information in connection with the P&A Transaction.

  • No court or governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an “Order”) that is in effect and that prohibits or makes illegal the consummation of the P&A Transaction.

  • Purchaser’s ability to consummate the transactions contemplated by this Agreement is not contingent on raising any equity capital, obtaining financing therefor, consent of any lender or any other matter relating to funding the P&A Transaction.

  • Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due.

  • No court or governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an “Order”) which is in effect and which prohibits or makes illegal the consummation of the P&A Transaction.

  • The Regulatory Approvals, shall have been made or obtained, and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

  • No Law or Order shall have been promulgated, enacted, entered, enforced or deemed applicable to this Agreement, or the transactions contemplated hereby by any Governmental Entity that would (i) make this Agreement or any other agreement contemplated hereby, or the P&A Transaction, illegal, invalid or unenforceable, or (ii) impose material limits in the ability of any party to this Agreement to complete this Agreement or any other agreement contemplated hereby, or the P&A Transaction.

  • No court or governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an "Order") which is in effect and prohibits or makes illegal the consummation of the P&A Transaction or would otherwise result in a Material Adverse Effect.


More Definitions of P&A Transaction

P&A Transaction means the transfer of all of the assets of First Security Federal Savings Bank (other than assets relating to or associated with its operations in Philadelphia, Pennsylvania) and such additional assets, as determined by MB, to enable First Security Federal Savings Bank to continue to satisfy all capital requirements of Regulatory Authorities (inclusive of capital for growth) after the transfer and the assumption by MB Bank of all of the liabilities and obligations of First Security Federal Savings Bank (other than those relating to or associated with the Philadelphia, Pennsylvania operations).
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P&A Transaction means the purchase and sale of Assets and the transfer and assumption of Assumed Liabilities described in Sections 2.1 and 2.2. “Permitted Encumbrances” means (t) matters disclosed on Schedule 1.1(c) of the Seller Disclosure Schedule, (u) Encumbrances which the Title Insurer agrees to omit, to provide affirmative insurance for, or to otherwise insure over at no additional cost to Purchaser, (v) statutory liens securing Taxes or other payments not yet due and payable, (w) easements, encroachments, rights of way and other Encumbrances, applicable zoning laws, and building restrictions, none of which materially and adversely affect the current use of the Real Property as a commercial bank branch office in the manner used by Seller, (x) the rights of landlords under any lease relating to the Real Property, (y) the rights of any tenants under written leases and (z) any other matters that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. “Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity.
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P&A Transaction has the meaning set forth in the Recitals to this Agreement.
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P&A Transaction means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2. “Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity. “Personal Property” means the personal property goods of Seller located in the Branches, and used or held for use in the business or operation of the Branches, consisting of the trade fixtures, shelving, furniture, leasehold improvements, on-premises ATMs (excluding Seller licensed software, but including ATM hardware, alarm contacts, safe, cash canisters, security camera, KABA-MAS locks, ADA audio hardware, deposit automation hardware, keys and lock combinations), equipment, security systems equipment (but not including any connections or software relating thereto), safe deposit boxes (exclusive of contents), vaults and sign structures. Exhibit 1.1(g) contains an overview of the Personal Property as of July 31, 2013, and Exhibit 1.1(g) shall be updated by Seller to include a complete and accurate list of the Personal Property as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Exhibit 99.3
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P&A Transaction means the transfer of the Transferred Activities, including the purchase and sale of Purchased Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2.
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P&A Transaction means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2. “Parking Lease” means the lease under which Seller leases land used for employee parking associated with operation of a Branch as set forthon Exhibit 1.1(b)(iii).
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Related to P&A Transaction

  • 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.

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

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

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

  • 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.

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

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

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • 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.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

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

  • 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:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Consummation means the occurrence of the Effective Date.

  • Business Combination Transaction means:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.