Authorized UniCo Transaction definition

Authorized UniCo Transaction means, for purposes of this Agreement, a transaction in which UniCo transfers or assigns its entire interest in the Partnership or VUE sells or transfers its entire interest in the Partnership or in UniCo in each case in connection with a sale or transfer of assets or stock not constituting all or substantially all the assets of VUE, but either having a gross asset value of at least 20% of the total gross assets of VUE on a consolidated basis as of the most recent quarterly financial statement of VUE or of assets or stock which represents activities which have generated at least 20% of the operating income of VUE on a consolidated basis as reflected in the four most recent quarterly financial statements of VUE and in both cases inclusive of VUE’s interest in the Partnership. Notwithstanding the foregoing, a transaction will not qualify as an Authorized UniCo Transaction unless UniCo (if it continues to be the Partner) or the successor Partner and the affiliates of UniCo or the successor Partner, as the case may be, own a substantial portion of the Similar Theme Park facilities which were owned by UniCo, VUE, Universal Parent and their affiliates before the transaction. If VUE or UniCo proposes to enter into an Authorized UniCo Transaction prior to January 1, 2008, it shall be required to notify the Blackstone Entities of such proposal and provide the Blackstone Entities with information describing the proposed transaction (including without limitation a description of the assets or stock being transferred) and the Blackstone Entities will have the right, exercisable within 21 days from their receipt of such information, to notify VUE and UniCo that the Blackstone Entities (or an affiliate thereof) will activate the provisions of Section 2.2 of the Partners’ Agreement (as modified by the provisions of this Subsection 21(c)). If the Blackstone Entities do not give the aforementioned notice within said 21-day period, then VUE or UniCo, as applicable, may go forward with the Authorized UniCo Transaction without being in violation of any provisions of this Agreement as a result thereof. If VUE or UniCo proposes to enter into an Authorized UniCo Transaction after December 31, 2007, it shall be required to notify the Blackstone Entities of such proposal and provide the Blackstone Entities with information describing the proposed transaction (including without limitation a description of the assets or stock being transferred) and the Blackstone Entities will have ...
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Examples of Authorized UniCo Transaction in a sentence

  • Notwithstanding the foregoing, a transaction will not qualify as an Authorized UniCo Transaction unless UniCo (if it continues to be the Partner) or the successor Partner and the affiliates of UniCo or the successor Partner, as the case may be, own a substantial portion of the Similar Theme Park facilities which were owned by UniCo, VUE, Universal Parent and their affiliates before the transaction.

  • If a transaction is permitted by any of clauses (i) through (viii) of this Subsection 21(b), even if it would otherwise constitute an Authorized UniCo Transaction, this Subsection 21(b) shall apply and govern, and Subsection 21(c) below shall not be applicable.

  • If the Blackstone Entities do not give the aforementioned notice within said 21-day period, then VUE or UniCo, as applicable, may go forward with the Authorized UniCo Transaction without being in violation of any provisions of this Agreement as a result thereof.

  • If the Blackstone Entities do not give the aforementioned notice within said 21 day period, then Universal Parent may go forward with the Authorized UniCo Transaction without being in violation of any provisions of this Agreement as a result thereof.

  • If a transaction is permitted by this Subsection 21(b), even if it would otherwise constitute an Authorized UniCo Transaction, this Subsection 21(b) shall apply and govern, and Subsection 21(c) shall not be applicable.

  • If the Blackstone Partners do not give the aforementioned notice within said 21 day period, then Universal Parent may go forward with the Authorized UniCo Transaction without being in violation of any provisions of this Agreement as a result thereof.

Related to Authorized UniCo Transaction

  • 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:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • 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.”

  • 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.

  • 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 Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

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

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

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • 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:

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

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

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Personal Securities Transaction means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • 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).

  • De Minimis Transaction means a transaction in an equity security (or an equivalent security) which is equal to or less than 300 shares, or is a fixed-income security (or an equivalent security) which is equal to or less than $15,000 principal amount. Purchases and sales, as the case may be, in the same security or an equivalent security within 30 days will be aggregated for purposes of determining if the transaction meets the definition of a De Minimis Transaction.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.