Proposed Sale Transaction definition

Proposed Sale Transaction shall have the meaning ascribed to it in Section 6.01.
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Proposed Sale Transaction has the meaning set forth in Section 9.07(a).
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Proposed Sale Transaction. As defined in Section 3.1.
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Examples of Proposed Sale Transaction in a sentence

  • Accordingly, absent the cash availability arising under the DIP Facility, the Debtors would be unable to finance these Chapter 11 Cases and maintain the going concern value necessary to maximize returns from the Proposed Sale Transaction.

  • The Non-Controlling Lenders contended that Black Diamond “prefer[red] the New Sale Motion because the Proposed Sale Transaction allow[ed] BDCM to obtain more than its ratable share of the Debtors’ assets,” (NCL Omni.

  • April 27, 2016: Hearing for the Proposed Sale Transaction; and 8.

  • Upon theReceiver Monitor determining that the Proposed Sale Transaction has closed to its satisfaction and on terms substantially as approved by this Honourable Court pursuant to this Order, the Receiver Monitor shall deliver to the Purchaser (or its nominee) a Receiver's a Monitor's certificate substantially in the form set out in Schedule “A” hereto (the “Receiver's Monitor's Certificate”).

  • Accordingly, the Debtors intend to—and the Final Order will provide the Debtors with authority to—utilize the proceeds of the Proposed Sale Transaction to pay-off, in full, the DIP Facility at or prior to its scheduled maturity.3 The DIP Credit Agreement contemplates that the Debtors are currently in discussions with certain parties for a potential $25 million junior debtor-in-possession loan (an “ Incremental DIP Loan”), and expressly permits the incurrence of such junior DIP loan.

  • The solidarity idea embedded in this axiom is that, given that any element in F (S, d, c) is still Pareto optimal on (T, d, c), any movement away from it will hurt at least one player, and so the solution set of this enlarged problem (T, d, c) should continue to be F (S, d, c) by the spirit of solidarity.

  • The first agreement to be analyzed will be the one jelled with socii navales (naval allies).

  • I deposited the Red Book of names of the Right Club members at Mr. Kent's flat for the period of my absence from London only.

  • The Proposed Sale Transaction Should Be Approved Because Sound Business Reasons Exist in Support and Such Transaction Is the Product of the Debtors’ Good Faith Exercise of Sound and Reasonable Business Judgment.

  • The Proposed Sale Transaction is a ‘material related party transaction’ requiring approval from the shareholders of the Company inter alia under applicable provisions of the Companies Act and Clause 49(VII)(E) read with Clause 49(VII)(A),(B),(C) of the Listing Agreement.

Related to Proposed Sale Transaction

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

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

  • 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.

  • Proposed Transaction is defined in Section 6.2(a).

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Approved Sale has the meaning set forth in 2.1(d).

  • 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.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

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

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

  • 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.

  • 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.”

  • Proposed Acquirer means a Person proposed by a Respondent (or a Divestiture Trustee) to the Commission and submitted for the approval of the Commission as the acquirer for particular assets or rights required to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed pursuant to this Order.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Business Combination Transaction means:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • 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.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

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

  • Competing Transaction has the meaning set forth in Section 6.1(n).

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

  • 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.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.