Xxxxxxx Transactions definition

Xxxxxxx Transactions means (a) the consummation of the Xxxxxxx Acquisition (including the Xxxxxxx Private Sale and the Xxxxxxx Offer) and transactions contemplated thereby and in connection therewith, (b) the execution, delivery and performance of the Xxxxxxx Bridge Credit Agreement, (c) the Parent Borrower’s or any of its Subsidiaries’ incurrence, replacement, redemption, repayment, defeasance, discharge or refinancing of indebtedness or liens in connection with the Xxxxxxx Acquisition, including the incurrence of any Xxxxxxx Refinancing Indebtedness, (d) the amendment of the Existing Credit Agreement pursuant to Amendment No. 2 thereto and (e) ) the payment of fees and expenses in connection with the foregoing.
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Xxxxxxx Transactions means (a) the consummation of the acquisition of Xxxxxxx and transactions contemplated thereby and in connection therewith, (b) the Company’s or any of its Subsidiaries’ incurrence, replacement, redemption, repayment, defeasance, discharge or refinancing of indebtedness or liens in connection with the acquisition of Xxxxxxx, (c) the amendment of the Credit Agreement described in clause (i) of the definition thereof, in connection with the foregoing, and (d) the payment of fees and expenses in connection with the foregoing.
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Xxxxxxx Transactions means (i) the repurchase by the Borrower of $200,000,000 of its Capital Stock owned by The Xxxxxxx Group and certain of its Affiliates (collectively, “Xxxxxxx”) (the “Xxxxxxx Repurchase”), (ii) the collaboration with Xxxxxxx to facilitate a widely distributed secondary offering of the Capital Stock of the Borrower with a $450,000,000 aggregate offering price to the public (the “Xxxxxxx Offering”) and (iii) the entering into of certain agreements relating to the Xxxxxxx Repurchase and the Xxxxxxx Offering, as well as certain arrangements with respect to certain governance matters relating to the Borrower and registration rights for the Capital Stock owned by Xxxxxxx following the Xxxxxxx Repurchase and Xxxxxxx Offering (collectively, the “Xxxxxxx Transaction Documents”) as described in the Form 8-K filed by the Borrower on March 24, 2014.
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Examples of Xxxxxxx Transactions in a sentence

  • Each of the Xxxxx Xxxxxxx Sellers has the power and authority to enter into and perform such Xxxxx Xxxxxxx Seller’s obligations under this Agreement, and all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Xxxxx Xxxxxxx Transactions has been duly and validly taken.

  • All covenants and obligations of the Parties which by their explicit terms or by implication are to be performed subsequent to or are to otherwise survive the Xxxxxxx Closing shall survive the Xxxxxxx Closing and the consummation of the Xxxxxxx Transactions and shall not be extinguished, but shall instead remain in full force and effect thereafter and otherwise in accordance with or as contemplated by the terms hereof, notwithstanding the Xxxxxxx Closing or the consummation of the Xxxxxxx Transactions.

  • For the avoidance of doubt, from and after the consummation of the Xxxxxxx Transactions, Emersub CX, Inc., a Delaware corporation, which will be renamed “Aspen Technology, Inc.,” will be a successor to the Company as described in the foregoing sentence.

  • Xxxxxxx and counsel to Xxxxxxx shall have received such other certificates and other documentation (including certificates of good standing of Merger Sub II in its jurisdiction of organization and the various other jurisdiction in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) from Merger Sub II as they shall have reasonably requested and as in customary with respect to the Xxxxxxx Transactions.

  • There shall not be pending or threatened by any Governmental Entity any claim, suit, action or proceeding (or by any other Person any claim, suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain, prohibit, prevent, enjoin, alter or delay the Xxxxxxx Transactions.

  • The obligation of Parent and Merger Sub II to effect the Xxxxxxx Transactions is subject to the satisfaction (or express written waiver by Parent and Merger Sub II) on or prior to the date of the Xxxxxxx Closing of the following conditions.

  • Each of the Xxxxx Xxxxxxx Sellers has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Xxxxx Xxxxxxx Transactions.

  • No Legal Restraints or Law which has the effect of preventing the consummation of the Xxxxxxx Transactions shall be in effect.


More Definitions of Xxxxxxx Transactions

Xxxxxxx Transactions means (a) the consummation of the acquisition of Xxxxxxx and transactions contemplated thereby and in connection therewith, (b) the execution, delivery and performance of the Xxxxxxx Bridge Credit Agreement, (c) Borrower’s or any of its Subsidiaries’ incurrence, replacement, redemption, repayment, defeasance, discharge or refinancing of indebtedness or liens in connection with the acquisition of Xxxxxxx, including the incurrence of any Xxxxxxx Refinancing Indebtedness, (d) the amendment of the Existing ABL Credit Agreement pursuant to Amendment No. 2 thereto and (e) the payment of fees and expenses in connection with the foregoing.
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Xxxxxxx Transactions means the transactions described in the letter of intend dated January 30, 2003 between the Company, NWS-Illinois, LLC and Xxxxxxx’x Wholesale Drug Company, Inc., a copy of which letter has been delivered to the Agent and the Banks prior to the Effective Date.
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Xxxxxxx Transactions has the meaning specified in Preliminary Statement (1) to Amendment and Waiver No. 3.
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Xxxxxxx Transactions means (a) the consummation of the Xxxxxxx Acquisition (including the Xxxxxxx Private Sale and the Xxxxxxx Offer) and transactions contemplated thereby and in connection therewith, (b) the Company’s or any of its Subsidiaries’ incurrence, replacement, redemption, repayment, defeasance, discharge or refinancing of indebtedness or liens in connection with the Xxxxxxx Acquisition, (c) the amendment of the Credit Agreement described in clause (i) of the definition thereof, in connection with the foregoing, and (d) the payment of fees and expenses in connection with the foregoing.
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Related to Xxxxxxx Transactions

  • Card Transactions means any payment made for goods or services, cash withdrawals from a bank or financial institution (including ATM withdrawals) or transfer of funds made through the use of the Card or the Card number.

  • FX Transaction means any transaction for the purchase by one party of an agreed amount in one Currency against the sale by it to the other party of an agreed amount in another Currency.

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

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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:

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

  • Excluded Transactions means:

  • 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.

  • Card Transaction means any purchase of goods and/or services or any transfer or cash advances effected by the use of a Card;

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any collateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • 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.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary 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 other than a Receivables Subsidiary.

  • 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.

  • 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.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.