Roll-Up Transaction definition

Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
Roll-Up Transaction means a transaction involving the acquisition, merger, conversion, or consolidation, directly or indirectly, of the Company and the issuance of securities of a Roll-Up Entity. Such term does not include: (i) a transaction involving securities of the Company that have been listed on a national securities exchange or included for quotation on the National Market System of the National Association of Securities Dealers Automated Quotation System for at least 12 months; or (ii) a transaction involving the conversion to corporate, trust, or association form of only the Company if, as a consequence of the transaction, there will be no significant adverse change in Stockholder voting rights, the term of existence of the Company, compensation to the Advisor or the investment objectives of the Company.
Roll-Up Transaction has the meaning assigned to such term in Section 10.6(a).

Examples of Roll-Up Transaction in a sentence

  • A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Stockholders in connection with a proposed Roll-Up Transaction.

  • The Corporation’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction.

  • In connection with any proposed Roll-Up Transaction, an appraisal of all of the Corporation’s assets shall be obtained from a competent Independent Appraiser.

  • The Company’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction.

  • In connection with any proposed Roll-Up Transaction, an appraisal of all of the Corporation’s assets shall be obtained from a competent Independent Expert.


More Definitions of Roll-Up Transaction

Roll-Up Transaction means a transaction involving the acquisition, merger, conversion, or consolidation, directly or indirectly, of the Corporation and the issuance of securities of a Roll-Up Entity. Such term does not include: (i) a transaction involving securities of the Corporation that have been Listed for at least 12 months; or (ii) a transaction involving the conversion of the Corporation into a limited liability company, trust or other association not involving a merger, consolidation or other acquisition or business combination of the Corporation with, into or by another Person, if, as a consequence of the transaction, there will be no significant adverse change in Stockholder voting rights, the term of existence of the Corporation, compensation to the Advisor or the Sponsor or the investment objectives of the Corporation.
Roll-Up Transaction means a transaction involving the acquisition, merger, conversion, or consolidation, directly or indirectly, of the Company and the issuance of securities of a Roll-Up Entity. Such term does not include: (i) a transaction involving securities of the Company that have been listed on a national securities exchange or included for quotation on the National Market System of the National Association of Securities Dealers Automated Quotation System for at least 12 months; or (ii) a transaction involving the conversion to corporate, trust, or association form of only the Company if, as a consequence of the transaction, there will be no significant adverse change in Stockholder voting rights, the term of existence of the Company, compensation to the Advisor or the investment objectives of the Company. “Sale” or “Sales” (i) means any transaction or series of transactions whereby: (A) the Company sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of the building only but excluding any lease to a subsidiary of the Company, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Company in any Joint Venture in which it is a co-venturer or partner; or (C) any Joint Venture in which the Company as a co-venturer or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards, but (ii) shall not include any transaction or series of transactions specified in clause (i)(A), (i)(B), or (i)(C) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Properties within one hundred eighty (180) days thereafter.
Roll-Up Transaction means (i) a dissolution or winding up of the corporate existence of a Debtor or a Reorganized Debtor, as applicable, under applicable state law, or the consolidation, merger, contribution of assets or other transaction in which a Debtor or a Reorganized Debtor, as applicable, merges with or transfers substantially all of its assets and liabilities to another Debtor or Reorganized Debtor or one or more of their Affiliates or (ii) a change in form of a Debtor or Reorganized Debtor.
Roll-Up Transaction has the meaning set forth in Section 13.16.
Roll-Up Transaction means a transaction where the holders of Loral shares sell, transfer, exchange or otherwise dispose of such shares pursuant to a transaction or series of transactions where such holders receive equity interests in an entity that holds, directly or indirectly, interests of the Company or a successor thereto and thereafter common shares of such entity are subject to an effective registration with applicable governmental authorities for public trading and listed for trading on a stock exchange in Canada or the United States of America. The Board shall exercise its discretion equitably in any Roll Up Transaction that is applicable under Section 7.3 of the Plan.
Roll-Up Transaction means any merger or consolidation of the Company with, or any transfer of all of the assets of, or Capital Stock of, the Company to, any newly organized Affiliate thereof (having no material liabilities other than Investments in or liabilities with respect to the Company or the Restricted Subsidiaries) if such transaction and any series of related transactions are for the sole purpose of creating or having a corporation that will own all of the assets that the Company owned immediately prior to such transaction.
Roll-Up Transaction means the transactions whereby GHCA and GHSW became the wholly-owned Subsidiaries of RFG. “[***] Agreement” means that certain agreement between [***] and the RFG Family Entities.