Transaction Suit definition

Transaction Suit means (i) any Action that is commenced against any member of the U S WEST Group or any member of the New U S WEST Group or any of their respective directors, officers or employees challenging this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby or any of the terms thereof or (ii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any of the SEC Documentation, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (but only with respect to information relating to transactions contemplated by this Agreement or any other Transaction Document contained in or omitted from the SEC
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Transaction Suit shall have the meaning set forth in Section 6.4 hereof.
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Transaction Suit means (i) any Action that is commenced against any member of the U S WEST Group or any member of the New U S WEST Group or any of their respective directors, officers or employees challenging this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby or any of the terms thereof or (ii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any of the SEC Documentation, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (but only with respect to information relating to transactions contemplated by this Agreement or any other Transaction Document contained in or omitted from the SEC Documentation); PROVIDED, HOWEVER, that any Action arising out of or relating to the transfer of Assets between employee benefits trusts sponsored by the Groups shall not be a "Transaction Suit" and shall be governed by the provisions of the Employee Matters Agreement.
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Examples of Transaction Suit in a sentence

  • Neither the Company nor any of its Subsidiaries (including A&S) shall settle or compromise any Transaction Suit or consent to the entry of any judgment with respect to any such Transaction Suit, without the prior written consent of Parent (which consent shall not be unreasonably withheld).

  • Parent shall be entitled to participate in the defense of each Transaction Suit and to employ counsel at its own expense to assist in the handling of each such Transaction Suit.

Related to Transaction Suit

  • Transaction Support Agreement means that certain Transaction Support Agreement, together with all exhibits, annexes, and schedules thereto, dated as of March 15, 2019, and as amended on April 10, 2019, by and among NMG, Inc. and its subsidiaries, the Consenting Sponsors, an ad hoc committee of holders of 2013 Term Loans, an ad hoc committee of holders of Cash Pay Notes and PIK Toggle Notes, and each of the additional parties who delivered a joinder thereto.

  • Transaction Litigation means any Legal Proceeding commenced or threatened against a Party or any of its Subsidiaries or Affiliates (and/or their respective directors and/or executive officers) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Transaction or the consummation thereof, other than any Legal Proceedings among the Parties or their Affiliates related to this Agreement.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Litigation support means administrative, technical, or professional services provided in support of the Government during or in anticipation of litigation.

  • Contemplated Transactions means all of the transactions contemplated by this Agreement.

  • ADR Proceeding means either an Arbitration or a Mediation.

  • the transaction means the transaction by which Facebook and Giphy have ceased to be distinct within the meaning of section 23 of the Act;

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Litigation support contractor means a contractor (including its experts, technical consultants, subcontractors, and suppliers) providing litigation support under a contract that contains the clause at 252.204-7014, Limitations on the Use or Disclosure of Information by Litigation Support Contractors.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Transaction means the transactions contemplated by the Transaction Documents.

  • Takeover Offer Document means, if following the date of this Agreement, Verizon elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Fleetmatics Shareholders and others by Verizon containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Verizon and Fleetmatics and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

  • relevant proceedings means proceedings for contempt of court or proceedings under Schedule 2 to the Anti-social Behaviour, Crime and Policing Act 2014;

  • Derivative proceeding means a civil suit in the right of a domestic corporation or, to the extent

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • winding-up proceedings means collective proceedings involving realisation of the assets and distribution of the proceeds among the creditors, shareholders or members as appropriate, which involve any intervention by administrative or judicial authorities, including where the collective proceedings are terminated by a composition or other analogous measure, whether or not they are founded on insolvency or are voluntary or compulsory;

  • Court Order means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal and any award in any arbitration proceeding.

  • 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.