Partnership Transaction definition

Partnership Transaction collectively, the transactions contemplated by the Transaction Agreement pursuant to which, inter alia, (a) on or before the Effective Date, Holding and its Subsidiaries will effect an internal corporate reorganization by which, among other things, the Borrower and its existing Domestic Subsidiaries under the GPI Credit Agreement shall each effect a statutory conversion into a limited liability company in the respective jurisdiction of their incorporation and which will effect the Parent Reorganization (as defined in the Partnership Transaction Agreement) such that the ownership and form of the Subsidiaries of Holding shall be as set forth in Schedule 5.16, (b) IPC will on or before the Effective Date contribute, convey, assign, transfer and deliver to Intermediate Holding, and Intermediate Holding will receive, acquire and take assignment of, all of IPC’s right, title and interest in and to the Partnership Transaction Transferred Assets, (c) Intermediate Holding will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities, (d) Intermediate Holding will contribute, convey, assign, transfer and deliver to the Company, and the Company will receive, acquire and take assignment of, all of Intermediate Holding’s right, title and interest in and to the Partnership Transaction Transferred Assets, and the Borrower will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities and (e) IPC, GPI Holding III, LLC and a wholly owned indirect Subsidiary of Holding, will enter into an Amended and Restated Limited Liability Company Agreement of Intermediate Holding in the form attached as Exhibit A to the Partnership Transaction Agreement.
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Partnership Transaction means item (i) contained in the definition of the term "Transaction".
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Partnership Transaction has the meaning ascribed to such term in Section 5.25(a).
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Examples of Partnership Transaction in a sentence

  • Service of Partnership Enforcement Notice Upon the service of a Partnership Enforcement Notice pursuant to the terms of the Partnership Transaction Documents, the Partnership Security Trustee shall, if so directed by the Issuer Security Trustee and indemnified and/or secured and/or pre-funded to its satisfaction, enforce its rights in respect of the Partnership Level Security.

  • For further details as to the circumstances where substitutions and disposals are permitted pursuant to the terms of the Partnership Transaction Documents, see the section of this document entitled "Substitution, Alteration and Disposal of Mortgaged Properties".

  • During such periods, the Nominees will be entitled to sell or lease the Mortgaged Properties to enable them to comply with their obligations under the Partnership Transaction Documents.

  • As part of the Nova Strategic Partnership Transaction, the Corporation agreed to amend certain terms of the Original Plan of Arrangement and to complete the Arrangement.

  • The Partnership Transaction Account On or before the Closing Date, pursuant to the Account Bank Agreement the Partnership shall establish and maintain an account with the Account Bank into which part of the proceeds the Partnership Loan will be paid on the Closing Date and to which amounts will be transferred from the Partnership Rent Account on each Loan Interest Payment Date (the "Partnership Transaction Account").

  • The appointment of the Property Advisor may, under certain of the Partnership Transaction Documents, be made jointly with one or more other parties or the appointment may be made by another party on the basis that a duty of care is owed to the Partnership Security Trustee.

  • The effect of the representations, warranties and covenants given under the SDLT Deed of Covenant is that the risk of any of the Partnership or the Nominees being subject to an unexpected SDLT liability which might affect its ability to perform its obligations under any of the Partnership Transaction Documents should be minimised and, to the extent that any unexpected SDLT liabilities do arise within six years, these should be funded by Tesco.

  • On each Loan Interest Payment Date: (i) amounts advanced to the Teesport Partnership under the Interpartnership Loan will be credited to the Teesport Partnership Transaction Account and (ii) amounts payable by the Teesport Partnership under the Interpartnership Loan will be credited to the Partnership Transaction Account.

  • All amounts standing to the credit of the Teesport Partnership Rent Account two Business Days prior to each Loan Interest Payment Date (each a "Calculation Date") will be transferred on the immediately following Loan Interest Payment Date to the Teesport Partnership Transaction Account.

  • In the event that the amount standing to the credit of the Yardley Rent Account on any Calculation Date is less than the Quarterly Target Rental Income Amount, an amount equal to such shortfall will be transferred from the Yardley Reserve Account to the Partnership Transaction Account on the relevant Loan Interest Payment Date.


More Definitions of Partnership Transaction

Partnership Transaction shall refer to a transaction substantially in the form of the following:
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Partnership Transaction means any sale, transfer or disposition of limited partnership interests of KGS permitted pursuant to Section 6.05(d), any sale, transfer or other disposition of Equity Interests in the General Partner permitted pursuant to Section 6.05(i), any sale, transfer or disposition of general partnership interests of KGS permitted pursuant to Section 6.13 and any issuance of Equity Interests by the General Partner permitted pursuant to Section 6.13.
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Related to Partnership 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:

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

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

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

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

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Company Transaction means the consummation of

  • Business Combination Transaction means:

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

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

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

  • 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.

  • 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.

  • 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.

  • 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:

  • Package Transaction means a transaction involving two or more instruments:

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • 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.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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.

  • 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.

  • 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).