Stone Transaction definition

Stone Transaction means (i) any consolidation or merger of the Company or any of its Restricted Subsidiaries with or into Stone or of Stone with or into the Company or any of its Restricted Subsidiaries, (ii) any Investment by the Company or any of its Restricted Subsidiaries into Stone pursuant to which Stone shall become a Restricted Subsidiary, or (iii) any transaction which results in JSCE owning directly 100% of the capital stock of Stone and its Subsidiaries and the Company and its Subsidiaries; PROVIDED that (A) such transaction meets the requirements of SECTION 5.01 and (B) the Company delivers to the Trustee an Officers' Certificate stating that Stone has material assets on a consolidated basis. "STONE TRANSACTION DATE" means the date on which the Stone Transaction is consummated.
Sample 1
Stone Transaction means (i) any consolidation or merger of the Company or any of its Restricted Subsidiaries with or into Stone or of Stone with or into the Company or any of its Restricted Subsidiaries, (ii) any Investment by the Company or any of its Restricted Subsidiaries into Stone pursuant to which Stone shall become a Restricted Subsidiary, or (iii) any transaction which results in JSCE owning directly 100% of the capital stock of Stone and its Subsidiaries and the Company and its Subsidiaries; provided that (A) such transaction meets the requirements of Section 5.01 and (B) the Company delivers to the Trustee an Officers' Certificate stating that Stone has material assets on a consolidated basis.
Sample 1
Stone Transaction means any (a) consolidation or merger of Stone or a wholly owned direct Subsidiary of Stone with or into the Borrower or of the Borrower or a wholly owned direct subsidiary of the Borrower with or into Stone, (b) any Investment by Stone or any of its Subsidiaries into the Borrower pursuant to which the Borrower shall become a wholly owned subsidiary of Stone or (c) any Investment by the Borrower or any of its subsidiaries into Stone pursuant to which Stone becomes a wholly owned subsidiary of the Borrower.
Sample 1

Examples of Stone Transaction in a sentence

  • Stone has the capacity, authority, and power to execute, deliver, and perform this Agreement and all other agreements, instruments, and documents contemplated hereby or executed in connection herewith that are to be executed by it (collectively with this Agreement, the "Stone Transaction Documents" and, together with the Company Transaction Documents, the "Transaction Documents") and to consummate the transactions contemplated hereby and thereby.

  • If farms operate sustainably (and don’t consume their natural capital), then we might consider that future generations are users of regulating ecosystem services generated by farms to preserve their productive capacity.The UN SEEA EEA (2021) describes the purpose of ecosystem service accounting as being to estimate the contributions that ecosystems make to the goods and services used and enjoyed by people.

  • Upon the closing of the Stone Transaction, the IRC was re-constituted and was comprised of John Anderson (Chair), David Crowe and Ross McKinnon.

  • Besides, the compensatory fine due in case the Stone Transaction is not approved by Linx’s shareholders in the general meeting yet to be called was also decreased from R$ 150.000.000,00 to R$ 112.500.000,00.

  • Regarding the Stone Transaction, such concern does not present a major relevance, since most part of the payment would be made in cash.

  • The new terms of the Stone Transaction described above represent an improvement to the terms originally negotiated with the Stone Group, addressing the amendment suggestions that were presented by some of Linx’s shareholders to the Board of Directors and passed along to the Stone Group and that were consubstantiated by the increase in the transaction amount in, approximately, R$ 240.000.00,00 and in the alterations set forth above.

  • There is no Proceeding pending or, to the knowledge of Stone, threatened against Stone or any of its respective assets or properties that seeks to prevent the consummation of the transactions contemplated herein or in any other Stone Transaction Document.

  • It was made clear that, as opposed to what is provided for in the Stone Transaction, the Totvs Proposal presents a significant part of the payment in shares (81.5%), Notwithstanding, it was informed that Totvs did not, so far, despite being requested to do so, deepen into or presented details on the synergy potential, efficiency gains and strengthening of investments in the different and supplementary growing paths arising from the Totvs Proposal.

  • Paul Martin, Jacqueline Williams and Christopher Stone, Transaction Costs and Water Reform: the Devils Hiding in the Details, Technical Report No 08/08 (Cooperative Research Centre for Irrigation Futures, 2008).

  • On the other hand, in the Stone Transaction, any dividends, interest on net equity and other profits statements, either made by Linx or by Stone to their respective shareholders, results in an automatic adjustment in the exchange ratio.

Related to Stone Transaction

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

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

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

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

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

  • 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.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • 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 Shareholders. Such term does not include:

  • 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.

  • 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.

  • Package Transaction means a transaction involving two or more instruments:

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

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

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

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

  • 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.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • 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.