Closing Date Affiliate Transactions definition

Closing Date Affiliate Transactions has the meaning set forth in Section 8.08(k)(i)(A).
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Examples of Closing Date Affiliate Transactions in a sentence

  • An unlimited number of common shares/ 1 common share An unlimited number of Class A shares/ 3,875,020 Class A shares 100% Canada Goose International AG Canada Goose International Holdings Limited 100 registered shares/ 100 registered shares 100% Canada Goose Services Limited Canada Goose International Holdings Limited 100 shares/ 100 shares 100% Canada Goose Europe AB Canada Goose International Holdings Limited 1,000 shares/ 1,000 shares 100% Schedule 10.10 Closing Date Affiliate Transactions None.

  • Wildhorse Energy, LLC DE No Interenergy Corporation (55%) Schedule 9.9 Closing Date Affiliate Transactions Xxxxxx Xxxxxx, Inc.

  • Cayman Islands Westcom Corporation 1000 X Xxxxx XX Xxxxxxx Xxxxxx Xxxxxxx Westcom Europe Limited 100% of outstanding stock N Westcom Dedicated Private Lines Limited United Kingdom Westcom Europe Limited 100% of outstanding stock N Schedule 9.9 Closing Date Affiliate Transactions Equity Contribution Agreement, dated as of May 31, 2007, among Trader Acquisition Corp, IPC Systems, Inc., Mxxxxxx Xxxxxxxxxxx and One Equity Partners LLC as Stockholder Representative.

Related to Closing Date Affiliate Transactions

  • Affiliate Transactions has the meaning ascribed to it in Section 3.26.

  • 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.

  • Permitted Affiliate Transactions means the following:

  • Affiliate Transaction has the meaning provided in Section 4.11.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

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

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • 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.

  • Excluded Transactions means:

  • Disclosable transaction means any transaction in a security pursuant to which an access person would have a beneficial ownership.

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • 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.