Announced Transaction definition

Announced Transaction means any of (a) the transaction between Target Parent Holdings and Theravance, Inc. in relation to Target Parent Holdings entering into a royalty participation agreement with Theravance, Inc. which was announced on May 13, 2013; (b) the acquisition of 100% of AOP Orphan Pharmaceuticals for €263,500,000 with potential cash milestone payments of up to €270,000,000 on the advancement of certain late stage clinical programs; (c) the acquisition of a 48% interest in Newbridge Pharmaceuticals for $40,000,000 together with an option to purchase the remaining stake in Newbridge by 2015 for a sum of $244,000,000; (d) the acquisition of an 18% minority equity interest in Sxxxxxxx Therapeutics, royalties in major markets along with additional milestones and retention of commercial rights in certain territories and markets; (e) a debt offering involving the issuance of up to $800,000,000 of senior notes due 2021; and (f) a share repurchase program of up to $200,000,000, which, in the case of clauses (b) to (f) above, were announced on May 20, 2013.
Sample 1Sample 2
Announced Transaction means the transactions contemplated by the Agreement and Plan of Merger dated as of May 5, 2021 among the Corporation, GDH LP, BitGo Holdings, Inc. and the other parties thereto, which was publicly announced by the Corporation on May 5, 2021.
Sample 1Sample 2Sample 3
Announced Transaction means any of (a) the transaction between Target Parent Holdings and Theravance, Inc. in relation to Target Parent Holdings entering into a royalty participation agreement with Theravance, Inc. which was announced on May 13, 2013; (b) the acquisition by Target Parent Holdings of 100% of the fully diluted share capital of AOP Orphan Pharmaceuticals AG; (c) a debt issuance of $800,000,000 by Elan Finance public limited company and Elan Finance Corp. of Senior Notes due 2021; (d) the divestment of ELND005 into Xxxxxxxx Therapeutics; and (e) a share repurchase of $200,000,000 by Target Parent Holdings , which, in the case of (b) to (e) above, were announced on May 20, 2013.
Sample 1Sample 2

Examples of Announced Transaction in a sentence

  • An update of the total consideration paid under the Announced Transaction shall be provided in the Detailed Public Statement, once the consideration has been paid and issued to the shareholders of Charter.

  • Upon the Forbearance Effective Date, Agent and Lenders hereby consent to the Announced Transaction and waive the covenants in Sections 7.2 and 7.3 of the Loan Agreement with respect to the Announced Transaction.

  • Colfax UK was established to effect the Announced Transaction, and has not engaged in any business activity prior to the date of the Announced Transaction, except for entering into transactions relating to the Announced Transaction.Exelvia Group India B.V., a private limited company not listed on any stock exchange, incorporated on August 31, 2006, under the laws of The Netherlands.

  • Further, on September 12, 2011, the Acquirer, Colfax UK and Charter entered into an implementation agreement to record their respective obligations in relation to the steps to be taken to implement the Announced Transaction (“Implementation Agreement”).

  • Therefore, the announcement of the Announced Transaction in the public domain and the entering into the Implementation Agreement by the Acquirer and Colfax UK triggered Regulation 3(1) and Regulation 4 read with Regulation 5(1) of the SEBI (SAST) Regulations, 2011.

  • Further, on January 13, 2012, following the receipt of the sanction of the Royal Court of Jersey on January 12, 2012 in relation to the Announced Transaction (“Court Sanction”), Charter became an indirect subsidiary of the Acquirer through Colfax UK, and Exelvia and ESAB Holdings became indirect subsidiaries of the Acquirer (through Colfax UK).

  • In addition, the approval of the requisite majority of shareholders of the Acquirer, required to issue the new ordinary shares of the Acquirer, to be used as part of the consideration under the Announced Transaction, was obtained on January 5, 2012.

  • The Announced Transaction was approved by the requisite majority of shareholders of Charter on November 14, 2011.

  • At all times, Borrower shall diligently pursue the Announced Transaction, and (ii) on or before the Announced Transaction Closing Date, (A) consummate the Announced Transaction and (B) pay and satisfy all Obligations owed by Borrower to Agent and Lenders in full in cash on or before the Announced Transaction Closing Date.

  • At such times as reasonably requested by Agent, but not less than once each week, representatives of Borrower shall participate in a conference call with representatives of Agent to advise of the status of efforts relating to the Announced Transaction.


More Definitions of Announced Transaction

Announced Transaction means any of the following transactions: (i) the potential acquisition of the entire equity interest of European Wellness Investment Holdings Limited (‘‘EWIHL”) by the Company through issuing new ordinary shares of the Company to the shareholders of EWIHL as consideration and the fund-raising activity by the Company, both pursuant to the term sheet entered into by the Company and EWIHL on April 17, 2024; and (ii) the proposed reverse merger of the Company and COVIRIX Medical Pty Ltd (“COVIRIX”) pursuant to the term sheet entered into by the Company and COVIRIX on June 3, 2024.
Sample 1
Announced Transaction means a merger transaction with respect to the sale of the equity of Borrower, for which the definitive documents shall include an affirmative obligation to repay the Obligations in full.
Sample 1
Announced Transaction means any of the following transactions: (i) the potential acquisition of the entire equity interest of European Wellness Investment Holdings Limited (“EWIHL”) by the Company through issuing new ordinary shares of the Company to the shareholders of EWIHL as consideration and the fund-raising activity by the Company, both pursuant to the term sheet entered into by the Company and EWIHL on April 17, 2024; and (ii) the proposed reverse merger of the Company and COVIRIX Medical Pty Ltd (“COVIRIX”) pursuant to the term sheet entered into by the Company and COVIRIX on June 3, 2024.
Sample 1

Related to Announced Transaction

  • 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.

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

  • 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.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • 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.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

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

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • 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:

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

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • Acquisition Transaction means any transaction involving:

  • Proposed Transaction is defined in Section 6.2(a).

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that result in an Error Code or otherwise do not return a Success Code within 60 seconds after receipt by the Service.

  • Equity Transaction means, with respect to any member of the Consolidated Group, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a member of the Consolidated Group, (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.

  • Excluded Transactions means:

  • 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.

  • Company Transaction means the consummation of

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.