Ancillary Transactions definition

Ancillary Transactions means the transactions contemplated by each of the Ancillary Agreements.
Sample 1Sample 2Sample 3
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.
Sample 1
Ancillary Transactions shall have the meaning set forth in the 6th recital of this Agreement.
Sample 1

Examples of Ancillary Transactions in a sentence

  • Amounts due from/(to) related partiesThe amounts due from/(to) related parties are transactions between the Group and Interested Persons (“Silverlake Entities”) under the approved General Mandate for Interested Person Transactions and the Ancillary Transactions Mandate (collectively "Mandates").

  • All Ancillary Transactions (including EFSs, EFPs, EOOs, and Negotiated Option Strategy transactions) as set out in Exchange Rule 8C.01 are to be processed through the clearing facilities designated, or the ICE BLOCK facility, or such other facility as may be determined, from time to time.

  • Since the Ancillary Transactions are related to each other, the Ancillary Transactions would need to be aggregated as if they were one transaction.

  • The Ancillary Transactions were approved by the shareholders at the Company’s Special General Meeting on 28 January 2010.

  • Since no applicable percentage ratios set out in Rule 19.07 of the GEM Listing Rules in respect of the Ancillary Transactions exceed 5%, the Ancillary Transactions are not discloseable transactions for the purposes of the GEM Listing Rules, but are disclosed pursuant to Inside Information Provisions under Part XIVA of the Securities and Future Ordinance (Cap.

  • Ancillary Transactions submitted to the Exchange through ICE Block will not be subject to the Error Trade Policy.

  • It will clear certain of its Exchange transactions, both Trading System and Ancillary Transactions, through (the "Clearing Participant").

  • Accordingly, the Ancillary Transactions do not constitute connected transactions of the Company under Chapter 20 of the GEM Listing Rules.

  • The Company understands that the termination of the Alerian Unit Purchase Agreement, the release of the Termination Fee to the Buyer, the entering into the agreements for the Ancillary Transactions and the entering into of the Aretex Alerian Acquisition by the Sellers will occur simultaneously.

  • On 8 March 2018, the Company entered into the Original Protocol Agreement pursuant to which the Company agreed to reimburse Cross Border and its affiliates for the amount of fees and expenses incurred by Aretex Capital and its affiliates for the legal and other advisory services in connection with the Aretex Alerian Acquisition and the Ancillary Transactions for an amount not exceeding US$880,000, if the Aretex Alerian Acquisition and the Ancillary Transactions fail to complete.


More Definitions of Ancillary Transactions

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”.
Sample 1
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),
Sample 1
Ancillary Transactions means the Sale Transactions and the Reorganization;
Sample 1
Ancillary Transactions has the meaning set out in Clause 2.3;
Sample 1

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 merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

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

  • 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.

  • 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, costs and expenses of the Group Companies, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements and the consummation of the Transactions, including: (a) all change of control bonus payments, retention or similar payments payable solely as a result of the consummation of the Transactions pursuant to arrangements (whether written or oral) entered into prior to the Closing Date whether payable before (to the extent unpaid), on or following the Closing Date (excluding any “double-trigger” payments), and the employer portion of payroll Taxes payable as a result of the foregoing amounts; (b) all severance payments, retirement payments or similar payments or success fees payable pursuant to arrangements (whether written or oral) entered into prior to the Closing Date and which are payable in connection with the consummation of the Transactions, whether payable before (to the extent unpaid), on or following the Closing Date (excluding any “double-trigger payments”), and the employer portion of payroll Taxes payable as a result of the foregoing amounts; (c) all transaction, deal, brokerage, financial advisory or any similar fees payable in connection with the consummation of the Transactions; and (d) all costs, fees and expenses related to the D&O Tail; but excluding (i) any and all costs, fees and expenses incurred in connection with the preparation and filing of the Proxy Statement (and any registration statement filed with the SEC in connection therewith) and the review and/or approval thereof by the SEC, (ii) any and all costs, fees and expenses incurred in connection with the listing on Nasdaq of the shares of Parent Class A Stock issued in connection with the Transactions, (iii) any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes and fees (including any penalties or interest) payable in connection with the Transactions, and (iv) any other amounts payable by Parent hereunder.

  • 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:

  • 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 costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

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

  • 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.