Substantial Negotiations definition
Substantial Negotiations means discussions of significant economic terms (for example, the exchange ratio in a merger) by one or more officers, directors, or controlling shareholders of any Distributing Affiliate or Controlled Affiliate or another Person or Persons with the implicit or explicit permission of one or more officers, directors, or controlling shareholders of any Distributing Affiliate or Controlled Affiliate. This definition shall be interpreted consistently with the definition of “substantial negotiations” contained in Treas. Reg. § 1.355-7(h)(1).
Substantial Negotiations means that (a) Broker or SCC provided marketing materials regarding the Property and (b) either Broker or SCC brought the prospective purchasers to the Property, the prospective purchaser had negotiations with Owner or Broker or SCC received a signed letter of intent. The Prospective Purchaser List shall include the names and addresses of such prospective purchasers and supporting documentation of such negotiations. Neither Broker nor any cooperating broker shall have any claim of commission (and each hereby waives any claim of commission) with respect to any person or entity procured or claimed to have been procured by Broker or such cooperating broker who shall purchase the Property after the termination of this Agreement unless and except to the extent such person or entity shall be included on the Prospective Purchaser List so submitted to Owner within ten (10) days after termination of this Agreement. If within one hundred and eighty (180) days from the date of termination of this Agreement, a sale is consummated between Owner and any person or entity included on the Prospective Purchaser List submitted to Owner, Owner shall pay Broker, subject to the conditions contained in Section 8 hereof, the commission in accordance with Exhibit 2. The agreements of this Section 5 shall survive the termination of this Agreement and shall be deemed to bind any cooperating broker engaged by Broker.
Substantial Negotiations means, with respect to a transaction involving the acquisition of stock of the Company, discussions of significant economic terms (such as price) by one or more officers, directors or Controlling Shareholders (as such term is defined in Treasury Reg. Section 1.355-1(h)(3)) of the Company, or another person or persons with the implicit or explicit permission of one or more officers, directors or Controlling Shareholders of the Company, with the acquirer of such stock of the Company or a person or persons with the implicit or explicit permission of the acquirer, and (iv) "Similar Acquisition" means, with reference to the Merger, a potential transaction that, if consummated, would effect a direct or indirect combination of all or a significant portion of the same business operations as the combination that would have been effected by the Merger (even if the timing or the terms of the potential acquisition are different); provided, however, that an acquisition is not considered similar to the Merger if the ultimate owners of Buyer are substantially different from the ultimate owners of the business operations with which the Company would have been combined in such other potential acquisition.
Examples of Substantial Negotiations in a sentence
In this regard, GameStop had no agreement, understanding, arrangement or Substantial Negotiations with the Company or any other Person regarding the transactions contemplated by this Agreement or similar transactions at any time prior to November 13, 2004.