Support Transactions definition

Support Transactions means, collectively, the transactions contemplated by the Transaction Support Agreement.
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Examples of Support Transactions in a sentence

  • AST and Samsung shall enter into as expeditiously as possible the Definitive Agreements pertaining to CEO and Board Composition, Amendment to Stockholder Agreement, Issuance of Additional Shares and Samsung Support Transactions, each of which shall be consistent with the terms set forth in Exhibit I attached hereto.

  • AST and Samsung shall enter into as expeditiously as possible the Definitive Agreements pertaining to Issuance of Preferred Shares and Supplemental Samsung Support Transactions, each of which shall be consistent with the terms set forth in this letter.

  • The Supplemental Samsung Support Transactions shall include Samsung providing supplemental guarantees for one or more bank lines of credit for AST, such supplemental guarantees to be in addition to the current US$ 200 million bank credit line guarantee provided by Samsung to AST which expires on Dec.

  • The Supplemental Samsung Support Transactions shall also require AST to repay to Samsung Electronics America, Inc.

  • The Issuance of Preferred Shares is intended to be in consideration of the Supplemental Samsung Support Transactions, and shall include the issuance by AST of shares of non-voting preferred stock of AST, with an agreed upon valuation of approximately US$ 15 million.

  • If we terminate this Agreement without cause we will continue to pay you the Term Bonus, Revenue Share for Product Support Transactions, Sales Support Transactions and Referral Transactions with respect to End Users who are using the Software Service as of the date of such termination, until the obligation to pay such Revenue Share or Term Bonus under this Agreement would terminate under its express terms.

Related to Support Transactions

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

  • 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:

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.