Class 1 Transaction definition

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority;
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Class 1 Transaction means a transaction requiring shareholder approval under Chapter 10 of the Listing Rules;
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Class 1 Transaction means a “Class 1 transaction” as defined in the Listing Rules;
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Examples of Class 1 Transaction in a sentence

  • Rothschild & Co is providing independent financial advice to the Capco Board for the purposes of Rule 3 of the Code.The Merger constitutes a Class 1 Transaction and a Related Party Transaction for Capco for the purposes of the Listing Rules and accordingly, Capco will be required to seek the approval of Capco Shareholders for the Merger at the Capco General Meeting.

  • As a result of its size, the Merger constitutes a Class 1 Transaction for Capco for the purposes of the Listing Rules.

  • This transaction is therefore categorised as Class 1 Transaction according to the Notifications on Asset Acquisition or Disposition, having the value of the transaction more than 50 percent.In addition to the Purchase of X10’s Ordinary Shares this time, the Company did not enter into any acquisition of asset transaction during six months prior to the date on which the entering into the Purchase of X10’s Ordinary Shares this time has been agreed upon.

  • Therefore, this transaction is considered the acquisition of assets, Class 1 Transaction, a transaction between a listed company or a subsidiary and another listed company or subsidiary of another listed company with the transaction size of 50 percent or more.

  • In accordance with the Listing Rules, the Target Group is of such a size relative to the Company that the Acquisition constitutes a Class 1 Transaction and is, therefore, conditional upon the approval of Shareholders at a General Meeting.

  • Therefore, the transaction size is equal to or more than 50 percent but lower than 100 percent which is classified as a Class 1 Transaction under the Notifications on Acquisition or Disposition of Assets.

  • Therefore, the Transaction is considered Class 1 Transaction under the Rules of Acquisition or Disposal of Assets.

  • For the avoidance of doubt, if a break fee becomes payable by the Company to Manitowoc (under a pre-existing agreement with Manitowoc) (the “Manitowoc Fee”) as well as to ITW under this agreement, the maximum proportion of the Inducement Fee payable under this agreement (the “Reduced Inducement Fee”) shall be an amount subject to the limitations in Rule 21.2 of the Code and so that the Aggregate Break Fees are not a Class 1 Transaction, less the amount of the Manitowoc Fee.

  • The transaction is classified as a Class 1 Transaction between a listed company or any of its subsidiaries and another non-listed company with a transaction size higher than 50% but lower than 100% according to the Notification on Acquisition or Disposal of Assets.

  • No Obligor shall (and the Company shall ensure that no other member of the Group will) complete (without the approval of the Majority Lenders) any acquisition which constitutes a Class 1 Transaction as defined in Chapter 10 of the UK Listing Rules where the consideration for that acquisition is funded all or substantially all by way of debt.


More Definitions of Class 1 Transaction

Class 1 Transaction means a "Class 1 transaction" as defined in the Listing Rules;
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Class 1 Transaction means, taking into account, as applicable, the assets, profits, turnover, gross capital and aggregate market value of the Group as a whole, a Class 1 transaction for the purposes of Paragraph 10.4() of the UK Listing Rules as in force on the date of this Agreement. Back to Contents
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Class 1 Transaction means any transaction enter into by the Company or any of its Subsidiaries which would be classified as a Class 1 Transaction under and as defined in the Listing Rules of the UK Listing Authority (if such rules were applicable to that company or any of its Holding Companies) provided that, to the extent that the Listing Rules are amended following the date of this Agreement (as a result of the proposed reforms contemplated by the Financial Conduct Authority in the Consultation Paper CP23/10) to remove the requirement to seek shareholder approval for Class 1 Transactions, a Class 1 Transaction shall mean any acquisition of a company, business or undertaking, the consideration for which (when aggregated with any Financial Indebtedness or other assumed actual or contingent liability, in each case, remaining in the acquired company, business or undertaking at the date of acquisition) exceeds 25 per cent. of the market capitalisation of the Company (as at the close of business on the last Business Day before the announcement of that acquisition) or which would require approval of the Company's shareholders.
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Related to Class 1 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:

  • 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.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar 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.

  • 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.

  • 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.

  • 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.”

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

  • 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.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

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

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Package Transaction means a transaction involving two or more instruments:

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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

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

  • Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

  • 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.

  • 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:

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • 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.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • 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.