Consensual Transaction definition

Consensual Transaction means a transaction, whether by merger, amalgamation or otherwise, consented to by all holders of Outstanding Notes that is consummated outside a Bankruptcy or Insolvency (including, without limitation, a CCAA, CBCA or ABCA proceeding) and results in (a) a transfer of all or substantially all of the assets of the Company and its Subsidiaries to a Person or Persons or (b) Control of the Company and its Subsidiaries being transferred to a Person or Persons.
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Consensual Transaction means a transaction, whether by amalgamation, merger or otherwise, consented to by the holders of all outstanding Existing Notes, that is consummated outside a Bankruptcy or Insolvency (including, without limitation, a proceeding under the Companies’ Creditors Arrangement Act (Canada), the Canada Business Corporations Act or the Business Corporations Act (Alberta)) and results in (a) a transfer of all or substantially all of the assets of the Borrower and its Subsidiaries to a Person or Persons or (b) Control of the Borrower and its Subsidiaries being transferred to a Person or Persons.
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Consensual Transaction means a Transaction consummated in part pursuant to either step 3.1 through step 3.3 of the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.
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Examples of Consensual Transaction in a sentence

  • On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B.

  • All subsidiaries of Floatel prior to the completion of the Consensual Transaction (including the entities which own and operate the vessels “Floatel Reliance”, “Floatel Superior”, “Floatel Triumph”, “Floatel Victory” and “Floatel Endurance” (such vessels, the “ Floatel Vessels”)) remain owned by Floatel.

  • Upon completion of the Consensual Transaction, Floatel will make a cash redemption of the New Cash Pay 1L Bonds in the amount of USD15,000,000, reducing the principal amount under the New Cash Pay 1L Bonds to USD100,000,000, and Floatel will also make a cash redemption of the New PIK Interest 1L Bonds in the amount of USD15,000,000, reducing the principal amount under the New PIK Interest 1L Bonds to USD100,000,000.

  • Shareholders of Floatel prior to the Consensual Transaction (other than FELS) will have their shares converted into warrants with a 10-year term and which convert into 5% of the post-conversion equity in Floatel, with a strike price based on an equity value of USD625,000,000.

  • If and to the extent that a termination or similar fee shall become payable by Meridian to Yamana in connection with a Converted Consensual Transaction, Northern Orion shall be entitled to a pro rata portion of such fee, based on the relative fully diluted adjusted market capitalization of Northern Orion and Yamana on the Announcement Date.

  • The Consensual Transaction is substantially similar to the transaction described in the Company’s announcement on 5 December 2020, except that the transaction will take place at Floatel itself, without the involvement of NewCo or the NewCo Acquisition.

  • Implementation: The Transaction will be consummated pursuant to a Consensual Transaction or a Fallback Scheme in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.

  • In the event that during the period from the date hereof to the date that is 12 months after the Bid Expiration Date Barrick enters into any agreement with Placer providing for an alternative form of transaction to the Bid that involves a change in control of, or acquisition of, or merger, amalgamation, arrangement, or business combination with Placer (a “Converted Consensual Transaction”), the provisions of this Agreement shall apply mutatis mutandis to such Converted Consensual Transaction.

  • This Plan and the Confirmation Order shall constitute sufficient documentation to evidence any of the transfers called for by this Plan (except with respect to the Bonners Ferry Consensual Transaction Acceptance transfers).

  • Implementation: The Transaction will be consummated pursuant to a Consensual Transaction in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.


More Definitions of Consensual Transaction

Consensual Transaction means the consummation of the Investment contemplated under this Agreement in connection with a transaction with the Borrower relating to the Property which has been agreed upon by the Borrower, EOH and the Company in conformance with discussions heretofore had with the Borrower.
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Related to Consensual Transaction

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • 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 the 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.

  • 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.

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

  • Capital Transaction means any transaction not in the ordinary course of business which results in the Company’s receipt of cash or other consideration other than Capital Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds.

  • 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.

  • Personal Transaction payment involves sending money (initiated from the “Friends and Family” tab of the “Send Money” flow) to, and receiving money into your PayPal Account from, friends and family without making an underlying commercial transaction (that is, the payment is not for the purchase of goods or services or for making any other commercial transaction). If you are making a commercial transaction (for instance selling goods or services), you may not ask the buyer to send you a Personal Transaction payment for the purchase. If you do so, PayPal may remove your ability to accept any or all payments for Personal Transactions. Please also note that:

  • Financial Transaction means purchase, redemption, exchange or any other transaction involving the movement of Shares initiated by an End-User.

  • 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:

  • 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.

  • 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.

  • 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.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • 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).

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Arm’s Length Transaction means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

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