Capital Raise Transaction definition

Capital Raise Transaction means any (i) issuance by Parent of Parent Equity Securities, including in any private placement or other sale or issuance or any merger, consolidation, share exchange or other similar transaction, in consideration for any cash, assets, property, or other contributed capital of any kind (ii) any Assisted Acquisition, (iii) any Other Cash Acquisition or (iv) any Asset Sale Transaction.
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Capital Raise Transaction means any issuance, purchase or transfer of the Company’s securities after the Grant Date that results in cash proceeds of at least $500 million to the Company. For the avoidance of doubt, a Capital Raise Transaction shall not occur upon the issuance, purchase or transfer of the securities of a subsidiary of the Company, including but not limited to WeWork Japan G.K., WeWork Asia Holding Company B.V., or WeWork Greater China Holding Company B.V.
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Capital Raise Transaction means (a) any sale or other issuance of Equity Interests or any debt instruments exercisable for or convertible into Company Common Stock or other equity interests of the Company, any of its Subsidiaries, or any special purpose vehicle or other entity in which the Company holds, directly or indirectly any Equity Interest (including, without limitation, any shares of capital stock, securities convertible into or exchangeable for shares of capital stock, or warrants, options or other rights for the purchase or acquisition of such shares, and other ownership or profit interests, whether voting or non-voting, and convertible notes or similar convertible or exercisable debt instruments), for cash occurring at any time, whether in a single transaction or a series of transactions, during the period commencing on or after the date of this Agreement and ending at or prior to the Closing, or (b) any Debt Raise Transaction, in each case involving BCW Securities LLC and/or Natixis Partners Iberia, S.A.
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Examples of Capital Raise Transaction in a sentence

  • As used in this Agreement, Alternative Transaction shall mean, any transaction involving a merger, consolidation, change of control, business combination of Target, other than the transactions contemplated by this Agreement or any transaction other than a Capital Raise Transaction.

  • Nothing in this Section 7.13 will prohibit the Target from discussing, negotiating or entering into a Capital Raise Transaction.

  • This Section 3.07 of this Agreement shall survive Closing for a period of up to two years for the applicable parties to complete the Follow-On Capital Raise Transaction.

  • For the avoidance of doubt, a Capital Raise Transaction shall not occur upon the issuance, purchase or transfer of the securities of a subsidiary of the Company, including but not limited to, WeWork Japan G.K., WeWork Asia Holding Company B.V., WeWork Greater China Holding Company B.V. IV.

  • As used in this Agreement, Capital Raise Transaction shall mean (i) a transaction that is funded, (ii) more than US$15,000,000 of equity and/or debt capital is raised by Target, and (iii) a written condition of such Capital Raise Transaction is that Target may not complete the merger with IDEH.

  • For the avoidance of doubt, a Capital Raise Transaction can only be conducted at the written request and with the acceptance of the Required Holders (which acceptance will not be unreasonably withheld or delayed) and solely after a Triggering Event or in connection with a Holder Optional Redemption.

  • If Target completes a Capital Raise Transaction prior to April 30, 2010, then on the date Target completes a Capital Raise Transaction, Target will pay to IDEH US$200,000 in value of Target’s common shares, the number of shares determined by the Share Value.


More Definitions of Capital Raise Transaction

Capital Raise Transaction means any transaction from and after a Triggering Event Redemption Date or a Holder Optional Redemption Notice Date, which commences upon the written request of the Required Holders and results in either (x) the redemption, at a price per share no less than the applicable Redemption Price, of all Preferred Shares submitted for redemption in a Redemption hereunder (other than a Company Redemption) upon or prior to the consummation of such transaction or (y) the disposition of the Company through the sale of all of its Equity Interests, the sale of all or substantially all of its assets for cash consideration, or its merger with or consolidation into another Person for cash consideration, or otherwise, which cash consideration shall be sufficient to satisfy in full, and shall first be applied to, the applicable Redemption Price (other than a Company Installment Redemption Price). For the avoidance of doubt, (i) a transaction shall qualify as a Capital Raise Transaction if, and only if, the proceeds thereof are used to pay the applicable Redemption Price to the Holders in full and the Holders of Preferred Shares are redeemed in full at the applicable Redemption Price, (ii) the Capital Raise Transaction is pursued at the written request of and with the acceptance of the Required Holders (which acceptance will not be unreasonably withheld or delayed) and (iii) the Company shall be entitled to pursue a transaction that will result in a Capital Raise Transaction if required pursuant to the terms of the Certificate of Designations provided that the provisions of the immediately preceding clauses are satisfied.
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Capital Raise Transaction in Section 1.1 of the Merger Agreement is hereby deleted in its entirety and replaced by the following:
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Capital Raise Transaction means any sale or other issuance of Equity Interests or any debt instruments exercisable for or convertible into Company Common Stock or other equity interests of the Company, any of its Subsidiaries, or any special purpose vehicle or other entity in which the Company holds, directly or indirectly any Equity Interest (including, without limitation, any shares of capital stock, securities convertible into or exchangeable for shares of capital stock, or warrants, options or other rights for the purchase or acquisition of such shares, and other ownership or profit interests, whether voting or non-voting, and convertible notes or similar convertible or exercisable debt instruments), for cash occurring at any time, whether in a single transaction or a series of transactions, during the period commencing on or after the date of this Agreement and ending at or prior to the Closing.
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Related to Capital Raise Transaction

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • 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.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • 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.

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

  • 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:

  • 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.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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:

  • 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:

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

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

  • 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.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • 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, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • 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.