JV Transactions definition

JV Transactions means certain transactions to be entered into, in connection with the JV Contribution, including transactions whereby (i) Liberty Global Europe will contribute or otherwise transfer Ziggo Group Holding and its subsidiaries to the JV Entity (ii) Vodafone International will contribute or otherwise transfer the Vodafone NL Group to the JV Entity and (iii) each of Liberty Global Europe and Vodafone International will own a 50% interest in the JV Entity, or, in each case, pursuant to the Contribution Agreement or as otherwise agreed by Liberty Global Europe and Vodafone International.
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JV Transactions means the following transactions and agreements between the parties and their Affiliates:
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JV Transactions has the meaning set out in Section 3.1(b);
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Examples of JV Transactions in a sentence

  • LII has full power and authority under its Organizational Documents to execute, deliver and perform this Agreement and to consummate the JV Transactions.

  • The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the JV Transactions have been duly authorized by all necessary action.

  • LII and OCHI shall have filed all necessary notices with, and shall have obtained on terms and conditions satisfactory to LII and OCHI all necessary approvals or consents from, any lender, lessor or other Person and any Governmental Body that LII or OCHI may deem necessary in connection with the transactions contemplated by this Agreement and the JV Transactions, including under the HSR Act, Council Regulation (EEC) No. 4064/89 or similar laws within Finland, the Czech Republic, France and Italy.

  • Subject to satisfaction of all of the conditions set forth in Section 2.1, LII and OCHI shall, and shall cause their Affiliates to, execute and deliver all instruments, agreements, certificates and other documents, and take all other actions necessary or appropriate, to complete the JV Transactions including the transactions contemplated by this Agreement and the Share Purchase Agreement.

  • The execution, delivery and performance by LII of this Agreement and the consummation by LII and/or its Affiliates of the JV Transactions have been duly authorized by all necessary action.

  • The Members acknowledge and agree that the JV Transactions and any actions arising thereunder are, or for purposes of this Agreement will be deemed to be, arm’s length.

  • Each of OCP and OCHI has full power and authority under its Organizational Document to execute, deliver and perform this Agreement and to consummate the JV Transactions.

  • The execution, delivery and performance by OCP and OCHI and/or their Affiliates of this Agreement and the consummation of the JV Transactions have been duly authorized by all necessary action.

  • The Company has full power and authority under its Organizational Documents to execute, deliver and perform this Agreement and to consummate the JV Transactions.

  • Unless required by legal requirements of any Governmental Body (“Legal Requirements”), additional public announcements or similar publicity with respect to this Agreement or the JV Transactions will be issued prior to the Closing Date, if at all, only at such time and in such manner as the Members mutually determine.


More Definitions of JV Transactions

JV Transactions means, collectively, (i) the Borrower Transactions, (ii) the Acquisition, (iii) the Purchase Price Loan, (iv) the BGF Bridge Loan Facility, (v) the BGF Senior Credit Facility, (vi) each of the transactions contemplated to occur on or prior to the Closing Date by the JV Supply and Service Agreements, (vii) the incurrence by AGY Holdings of the Daylight Loan on or prior to the Closing Date, (viii) the Assignment and Assumption Agreement and (ix) any other transactions on or prior to the Closing Date contemplated in relation to any of the foregoing.
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JV Transactions means the Asset Sale, the Asset Contribution and the other transactions contemplated by the Contribution Agreement and the Operating Agreement.
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JV Transactions the Contracts and actions provided for, and as defined, in the Members' Agreement.
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JV Transactions means the transactions and undertakings described in the Master Formation Agreement.
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Related to JV Transactions

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

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

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

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

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

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

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Excluded Transactions means:

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

  • 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.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in 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.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity‑based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • 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.

  • 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 Shareholders. Such term does not include:

  • Permitted Transactions has the meaning set forth in Section 13(B).

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

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