Pre-Closing Brazil Spin Off Transactions means the transactions described in A ppendix K. For purposes of this Agreement, the Pre-Closing Brazil Spin Off Transactions
Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Transactions shall have the meaning set forth in the recitals.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Closing Merger Consideration has the meaning set forth in Section 2.02
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
First Closing has the meaning set forth in Section 2.1(a).
Offer Closing Date has the meaning set forth in Section 1.01(f).
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Acquisition Closing Date means the “Closing Date” under and as defined in 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.
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).