Ancillary Transactions definition

Ancillary Transactions means the transactions contemplated by each of the Ancillary Agreements.
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Ancillary Transactions means the Ancillary Acquisitions and any contemplated transactions related thereto.
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Ancillary Transactions has the meaning set out in Clause 2.3;
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Examples of Ancillary Transactions in a sentence

  • Buddy’s and Liberty agree that the initial press release to be issued with respect to the Transactions and the Ancillary Transactions shall be in the form heretofore agreed.

  • All leases pursuant to which the Company, as lessee, leases real or personal property are valid and enforceable in accordance with their respective terms and neither the Company nor, to the knowledge of the Company, any other party thereto is in default thereunder nor is there any event which with notice or lapse of time or both would constitute such a default.

  • Project coordination and implementation arrangements have been designed and agreed upon to overcome capacity constraints and reduce institutional bottlenecks to project execution while maintaining a high level of ownership with MINAG and the Provincial Directorates of Agriculture (DPAs).

  • The representations and warranties made by Buddy’s or any of its Subsidiaries in this Article IV and any Ancillary Agreement are the exclusive representations and warranties made by Buddy’s in connection with the Transactions and the Ancillary Transactions.

  • No other vote or approval of holders of any class or series of membership interests or other equity interests of Buddy’s is necessary to consummate the Transactions or the Ancillary Transactions.

  • Assuming the accuracy of the representations and warranties of Buddy’s contained in this Agreement and the Ancillary Agreements, no “business combination,” “fair price,” “moratorium,” “control share acquisition” or similar anti-takeover statute or regulation is applicable to Liberty, New Holdco, Merger Sub, the Transactions or the Ancillary Transactions.

  • No other vote or approval of holders of any class or series of membership interests or other equity interest of New Holdco or Merger Sub is necessary to consummate the Transactions or the Ancillary Transactions.

  • The Impax Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not applicable to this Agreement, the Ancillary Agreements, the Transactions or the Ancillary Transactions.

  • The contractor will coordinate visits with the County Project Manager for contract compliance, organizational due diligence, program evaluation, technical assistance, and Continuous Quality Improvement.

  • Each of New Holdco and Merger Sub has been formed solely for the purpose of engaging in the Transactions and the Ancillary Transactions and, prior to the Closing, each of New Holdco and Merger Sub will not have engaged in any other business activities other than incidental to the Transactions and the Ancillary Transactions and will have incurred no liabilities or obligations other than in relation to the Transactions and the Ancillary Transactions or as may be incidental to their formation and existence.


More Definitions of Ancillary Transactions

Ancillary Transactions means the transactions contemplated by the Precision Acquisition, the Senior Credit Agreement, the Second Lien Credit Agreement and the Purchase Agreement and the issuance of Series A Senior Convertible Preferred Stock, Series B Senior Convertible Preferred Stock and Junior Secured Convertible Notes.
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Ancillary Transactions shall have the meaning set forth in the 6th recital of this Agreement.
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Ancillary Transactions means certain transactions being entered into in connection with the completion of the Transaction, primarily consisting of the Development Agreements and the Bus Services Agreement, as more particularly described in the proxy circular under “The Transaction and the Ancillary Transactions — Overview of the Ancillary Transactions”.
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Ancillary Transactions means all currency or interest rate swaps, interest cap, collars or floor agreements, currency or interest rate options, foreign currency transactions or dealing lines, or any combination of the above or any similar or substitute hedging, currency or interest rate risk management or other treasury products entered into by a Debtor with any Lender under an ISDA Agreement and "Ancillary Transaction" shall have a corresponding meaning;
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Ancillary Transactions means the transactions contemplated by each of the Ancillary Agreements. “Buddy’s ERISA Affiliate” means each entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c),
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Ancillary Transactions means the Sale Transactions and the Reorganization;
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Related to Ancillary Transactions

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include (a) any action described in or contemplated by the Separation Agreement or any Ancillary Agreement, (b) any action that is undertaken pursuant to the Restructuring or the Distribution, or (c) any compensatory payment or compensatory transfer in respect of services made as a result of, or in connection with, the Restructuring or the Distribution (which shall be treated as paid immediately before the Distribution on the Distribution Date).

  • 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.

  • 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.

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

  • 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) of these Bylaws.

  • 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.

  • Company Transaction means the consummation of

  • 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.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

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

  • 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.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

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

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

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • 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.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

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