Pre-Effective Time Transactions means the transactions described in Sections 2.1, 2.2 and 2.3 of this Agreement.
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.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
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.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
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.
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Merger Closing shall have the meaning set forth in Section 2.2.
Sale Transaction has the meaning set forth in Section 3(a).
Termination Transaction has the meaning set forth in Section 11.2.B hereof.
Effective Time has the meaning set forth in Section 2.2.
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.
Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.
Scheduled Closing Date Has the meaning specified in the NPA.
Excluded Transactions means:
Reorganization Transactions shall have the meaning set forth in the recitals.
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
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.
First Effective Time has the meaning specified in Section 2.02.