Permitted Share Sale Transactions definition

Permitted Share Sale Transactions means a transaction which involves (a) a loan made prior to the date hereof or otherwise permitted hereby made by the Borrower to a Wholly-Owned Subsidiary in connection with an acquisition occurring prior to the date hereof or otherwise permitted hereby and/or (b)(i) a repayment of such loan with the proceeds of a sale by such Subsidiary to the Borrower of preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with such Subsidiary) in the acquired entity or another Wholly-Owned Subsidiary, which preferred shares entitle the Borrower to receive dividends at a specified fixed or floating rate of return, (ii) a Wholly-Owned Subsidiary’s option to purchase or repurchase such preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with the Subsidiary that originally sold such interests to the Borrower) until a certain date, (iii) a Wholly-Owned Subsidiary’s obligation to purchase or repurchase such preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with the Subsidiary that originally sold such interests to the Borrower) from the Borrower on a certain date at a pre-determined price (the “Forward Price”) and (iv) a guaranty of the payment of such dividends and the Forward Price provided by a Subsidiary to the Borrower.
Sample 1
Permitted Share Sale Transactions means a transaction which involves (a) a loan made prior to the date hereof or otherwise permitted hereby made by the Borrower to a Wholly-Owned Subsidiary in connection with an acquisition occurring prior to the date hereof or otherwise permitted hereby and/or (b)(i) a repayment of such loan with the proceeds of a sale by such Subsidiary to the Borrower of preferred shares in the acquired entity or another Wholly-Owned Subsidiary, which preferred shares entitle the Borrower to receive dividends at a specified fixed or floating rate of return, (ii) a Wholly-Owned Subsidiary’s option to purchase or repurchase such preferred shares until a certain date, (iii) a Wholly-Owned Subsidiary’s obligation to purchase or repurchase such preferred shares from the Borrower on a certain date at a pre-determined price (the “Forward Price”) and (iv) a guaranty of the payment of such dividends and the Forward Price provided by a Subsidiary to the Borrower.
Sample 1
Permitted Share Sale Transactions means a transaction which involves (a) a loan made by the Company to a wholly-owned Subsidiary of the Company in connection with an acquisition and/or (b)(i) a repayment of such loan with the proceeds of a sale by such Subsidiary to the Company of preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with such Subsidiary) in the acquired entity or another wholly-owned Subsidiary of the Company, which preferred shares entitle the Company to receive dividends at a specified fixed or floating rate of return, (ii) an option of a wholly-owned Subsidiary of the Company to purchase or repurchase such preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with the Subsidiary of the Company that originally sold such interests to the Company) until a certain date, (iii) an obligation of a wholly-owned Subsidiary of the Company to purchase or repurchase such preferred shares (which may be only beneficial interests in such preferred shares with legal title remaining with such Subsidiary that originally sold such interests to the Company) from the Company on a certain date at a pre-determined price (the “Forward Price”) and (iv) a guaranty of the payment of such dividends and the Forward Price provided by a Subsidiary of the Company to the Company.
Sample 1

Related to Permitted Share Sale Transactions

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

  • Share Sale means the sale of (or the grant of a right to acquire or to dispose of) any of the shares in the capital of the Company (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and persons Acting in Concert with him together acquiring a Controlling Interest in the Company, except where following completion of the sale the shareholders and the proportion of shares held by each of them are the same as the shareholders and their shareholdings in the Company immediately prior to the sale;[“Significant Transaction” means any transaction or series of transactions involving a transfer or licensing of some or all of the rights in relation to some or all of the assets of the Company, including without limitation licensing agreements and business and asset sale and purchase agreements pursuant to which the net payment(s) to the Company is at least £[insert];] [Note: to include for a Special Dividend][“Special Dividend” has the meaning set out in Article 4.13;] [Note: include if required]

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

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

  • 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.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Business Combination Transaction means:

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

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

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • 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.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

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

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.