Monetization Transactions definition

Monetization Transactions means the transactions, other than the Distribution, through which Section 361 Consideration received by Parent pursuant to the Contribution are actually disposed in accordance with the Tax Opinions/Rulings.
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Examples of Monetization Transactions in a sentence

  • In addition, Plaintiff asserts breach of fiduciary duty claims against the SoftBank Directors even though neither director is alleged to have participated in any way in T-Mobile’sconsideration or approval of the Monetization Transactions.

  • Accordingly, Insiders may not engage in transactions involving puts, calls or other derivative securities based on the Company’s securities, on an exchange or in any other organized market.• Hedging or Monetization Transactions.

  • Neither SoftBank Director is alleged to have been involved in T-Mobile’s approval of the Monetization Transactions, foreclosing any direct claim against those individuals.

  • See AAOIFI standard No.30, on Controls on Monetization Transactions, item 4/2, pp.535.

  • Ch. May 22, 2000) (rejecting claim that 46% stockholder was controller).Here, too, the Complaint fails to allege facts suggesting SoftBank dominated any of T-Mobile’s fiduciaries who negotiated or approved the Monetization Transactions, or exercised any day-to-day control over T-Mobile’s business affairs or Board.

  • As an integral part of the Monetization Transactions, T-Mobile issued a public registration statement and prospectus that was required under Delaware and federal law to contain all facts relevant to the purchase of those securities.

  • T-Mobile participated in the Monetization Transactions to facilitate SoftBank’s sale of that T-Mobile stock.

  • Superior Vision Servs., 2006 WL 2521426, at *4.Here, Plaintiff comes nowhere close to alleging facts that SoftBank controlled T-Mobile’s Board with respect to the Monetization Transactions.

  • There is no dispute here that SoftBank was never a majority stockholder of T-Mobile, and the Complaint fails to allege facts that support the theory that SoftBank exercised control over T-Mobile for purposes of the Monetization Transactions.

  • Id. Put simply, “Plaintiff pleads no facts to suggest and offers no explanation for why these agreements evidence the presence of a control group rather than a ‘concurrence of self-interest among certain stockholders.’” van der Fluit, 2017 WL 5953514, at *6 (quoting In re Crimson, 2014 WL 5449419, at *15).Third, Plaintiff does not allege that DT ceded any control of T-Mobile to SoftBank as part of the Monetization Transactions.

Related to Monetization 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.

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

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

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

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

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • 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.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

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

  • Business Combination Transaction means:

  • Excluded Transactions means:

  • 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.

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

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

  • 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.

  • 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.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

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

  • 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.