Asset Purchase Transaction definition

Asset Purchase Transaction means the sale, transfer, assignment and purchase of the Transferred Assets as contemplated by this Agreement.
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Asset Purchase Transaction means that certain asset purchase transaction between Venaxis Sub Inc., a wholly-owned subsidiary of Venaxis and Strand Genomics, Inc., a wholly-owned subsidiary of Strand, pursuant to which Strand Genomics, Inc. shall sell, and Venaxis Sub U.S., Inc. shall purchase all or substantially all of the assets of Strand Genomics, Inc. and Venaxis Sub U.S., Inc. shall assume substantially all of the liabilities of Strand Genomics, Inc.
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Asset Purchase Transaction the entry by Oaktree into a new investment advisory agreement with the Collateral Manager and an affiliate of Oaktree into a new administration agreement with the Collateral Manager, and the sale, transfer, conveyance and assignment to Oaktree of the Transferred Assets (as defined in the Asset Purchase Agreement) and the agreement of Oaktree to become responsible for the Buyer Post-Closing Liabilities (as defined in the Asset Purchase Agreement), in each case, pursuant to and in accordance with the Asset Purchase Agreement.
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Examples of Asset Purchase Transaction in a sentence

  • In addition, the parties agree that this Agreement constitutes an Asset Purchase Transaction Document as such term is defined in the Purchase Agreement.

  • There is no vote or other approval of any holders of membership interests or other equity interests of the Seller necessary to adopt this Agreement or approve the Asset Purchase Transaction or any of the other Contemplated Transactions.

  • According to YJ USA, it instructed Nichols to retain legal counsel in Texas to represent it in the Asset Purchase Transaction, and Nichols engaged Winstead pursuant to that request.On December 6, 2007, YJ USA filed Defendant YJ USA Corp.’s Motion to Compel Documents and Testimony Withheld by Plaintiff Under Claim of Privilege.

  • Any waiting period applicable to the Asset Purchase Transaction under the HSR Act shall have expired or been terminated.

  • Nothing contained herein or in any other Asset Purchase Transaction Documents, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documents.

  • No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Asset Purchase Transaction shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement that makes consummation of the Asset Purchase Transaction illegal.

  • Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Asset Purchase Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

  • Subject to Section 6.1(c), each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Asset Purchase Transaction and make effective the other Contemplated Transactions.

  • No state or foreign takeover statute or similar Legal Requirement applies or purports to apply to the Asset Purchase Transaction, this Agreement or any of the Contemplated Transactions.

  • It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Asset Purchase Transaction Documents and to enforce specifically the terms and provisions hereof or thereof without the requirement of posting a bond or providing any other security, this being in addition to any other remedy to which any of them may be entitled by law or equity.


More Definitions of Asset Purchase Transaction

Asset Purchase Transaction has the meaning ascribed thereto in Section 2.1.
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Asset Purchase Transaction means the acquisition by SES of certain assets pursuant to an agreement dated the date of this Agreement between SDC and SES in consideration for the issuance by SES of SES Common Shares.
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Asset Purchase Transaction means the
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Related to Asset Purchase Transaction

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Asset Purchase shall have the meaning set forth in the recitals.

  • 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.

  • reverse repurchase transactions means transactions whereby a Sub-Fund purchases Securities from a counterparty of Sale and Repurchase Transactions and agrees to sell such Securities back at an agreed price in the future.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • 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.

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

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

  • 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.

  • 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.

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

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

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

  • 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.”

  • 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.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • 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.

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

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • 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.