Transaction Flow definition

Transaction Flow means (i) cash funds and cash equivalents received by Purchaser after the Closing that were derived from the operations/transactions of the Purchased Assets for any period prior to the Closing less (ii) cash funds and cash equivalents received by the Company after the Closing that were derived from the operations/transaction of the Purchased Assets for any period after the Closing less (iii) cash funds used by Purchaser to pay expenses with respect to or other liabilities pertaining to the Purchased Assets that were incurred prior to the Closing. Notwithstanding the foregoing, the Parties acknowledge and agree that any milestone payments due in connection with the NY Metro Agreements shall be allocated among the Parties in accordance with the allocation set forth on Schedule 2.02(c). Notwithstanding the foregoing, in the event that the first two milestones are not substantially complete and Purchaser performs material work with respect to such milestones, the Purchase Price shall be reduced through the Transaction Flow on a dollar for dollar basis to compensate Purchaser for such work.
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Transaction Flow shall have the meaning set forth in Section 2.02(c).
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Examples of Transaction Flow in a sentence

  • Regardless of the outcome, each Party shall bear its own legal and accounting fees and costs in connection with the agreement or determination of the Definitive Transaction Flow (including any such arbitration).

  • Notwithstanding the foregoing, in the event that the first two milestones are not substantially complete and Purchaser performs material work with respect to such milestones, the Purchase Price shall be reduced through the Transaction Flow on a dollar for dollar basis to compensate Purchaser for such work.

  • The Designated Accounting Firm shall determine only those items remaining in dispute between the Company and Purchaser, and shall only be permitted or authorized to determine an amount with respect to any such disputed item that is either the amount of such disputed item as proposed by Purchaser in the Transaction Flow Statement or the amount of such disputed item as proposed by the Company in the Transaction Flow Dispute Notice.

  • The costs of the Designated Accounting Firm shall be borne equally by the Company and Purchaser, and the determination of the Designated Accounting Firm shall be deemed the Definitive Transaction Flow which shall be final and binding on the Parties and may be entered in and enforced by any court having jurisdiction.

Related to Transaction Flow

  • Transaction Size means Lot Size multiplied by number of Lots.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • 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.

  • 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.