Related Party Transactions Resolution definition

Related Party Transactions Resolution means resolution 2 set out in the notice of general meeting of GSK included in the Circular;
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Related Party Transactions Resolution means the ordinary resolution numbered 2 set out in the notice of general meeting of Purchaser Parent, which is set out in the Circular;
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Related Party Transactions Resolution means the resolution to approve the Related Party Transactions, as attached to this Circular as Appendix B.
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Examples of Related Party Transactions Resolution in a sentence

  • The Demerger and Separation are subject to a number of conditions, including the passing of the Demerger Resolution and the Related Party Transactions Resolution by Shareholders at the General Meeting, the receipt of certain mandatory governmental/ regulatory approvals in India, Japan and South Korea and the approval of the Demerger Dividend by the GSK Board, as set out in the Demerger Agreement, a summary of which is set out in paragraph 14.6 of Part 7 (Additional Information).

  • The Demerger Resolution relates to both the Demerger and the GSK Share Consolidation, and is subject to the approval of the Related Party Transactions Resolution.

  • The Related Party Transactions Resolution The Related Party Transactions Resolution, which is an ordinary resolution, is proposed to approve the certain arrangements between GSK, Haleon and Pfizer, as described in paragraph 7 of Part 7 (Additional Information), because Pfizer is a related party of GSK under the Listing Rules, meaning that the Related Party Transactions are conditional upon approval by Shareholders.

  • The GSK Consolidation is also conditional on approval of the Related Party Transactions Resolution and the Demerger Dividend being paid.

  • Two resolutions will be proposed at the General Meeting: (i) the Demerger Resolution; and (ii) the Related Party Transactions Resolution.

  • The Demerger is conditional upon, among other things, the passing of the Demerger Resolution and Related Party Transactions Resolution by Shareholders at the General Meeting, the receipt of certain mandatory governmental/regulatory approvals in India, Japan and South Korea and the approval of the Demerger Dividend by the GSK Board.

  • The Board unanimously recommends to Disinterested Shareholders that they vote FOR the approval of the Related Party Transactions Resolution.

  • Cf. CONSOB, Regulation on Related Party Transactions (Resolution 17221), art.

  • Simmons Corporate Finance issues this Independent Adviser’s Report to the Board and issues this Appraisal Report to the Non-associated Director for the benefit of the Non-associated Shareholders to assist them in forming their own opinion on whether to vote for or against the Beconwood Transfer Resolution, the HuaHan Acquisition Resolution, the Directors Fees Shares Resolution and the Related Party Transactions Resolution.

  • Voting for or against the Related Party Transactions Resolution is a matter for individual shareholders based on their own views as to value and future market conditions, risk profile and other factors.

Related to Related Party Transactions Resolution

  • Related Party Transactions has the meaning set forth in Section 3.21.

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  • Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

  • 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).

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any collateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Affiliate Transactions has the meaning set forth in Section 4.11 (“Transactions with Affiliates”).

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

  • Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.

  • Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Public-finance transaction means a secured transaction in connection with which:

  • 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.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

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

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary 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 other than a Receivables Subsidiary.

  • 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.

  • CCMA means the Commission for Conciliation, Mediation and Arbitration established in terms of section 112 of the Labour Relations Act, 1995;

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

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

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • No-Action Letter means the response of the Securities and Exchange Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect of the Xxxxxxxxx Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No. 811-8788) providing "no- action" relief under '17(f) of the Investment Company Act of 1940, as amended, and SEC Rule 17- f5 thereunder, in connection with custody of such Xxxxxxxxx Russia Fund, Inc.'s investments in Russian Securities.

  • 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.

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