Pre-Closing Transaction Agreement definition

Pre-Closing Transaction Agreement means the Redemption Agreement set forth as Exhibit D.
Sample 1

Examples of Pre-Closing Transaction Agreement in a sentence

  • All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including penalties and interest) incurred in connection with this Agreement ("Transfer Taxes"), excluding any transfer taxes associated with the transfer of the Fayetteville Property to the Sellers prior to the Closing contemplated by the Pre-Closing Transaction Agreement, shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers (“Seller Transfer Taxes”).

Related to Pre-Closing Transaction Agreement

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

  • Transaction Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • 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.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • 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.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • 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.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Sale and Purchase Agreement means the sale and purchase agreement entered into or to be entered into on the date of this Agreement between the Investor and the Company in the agreed form;

  • Merger Agreement has the meaning set forth in the Recitals.