Constellation Transaction definition

Constellation Transaction a transaction pursuant to which Constellation will become a Subsidiary of the Borrower with effect from the Unconditional Date.
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Constellation Transaction means (i) any merger (including any triangular merger), consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or similar transaction involving Constellation or any subsidiary of Constellation owning, operating or controlling a Constellation Material Business (as defined below) which, at consummation, results in any third party owning 35% or more of the voting securities of Constellation (or, if Constellation shall not survive as the ultimate parent company, then of the ultimate parent company resulting from such transaction) or any third party owning, directly or indirectly, 35% or more of any class of voting securities of any such subsidiary, (ii) any direct or indirect acquisition or purchase by a third party of a business or businesses (a “Constellation Material Business”) that constitutes 35% or more of the net revenues, net income or the assets (including equity securities) of Constellation and its subsidiaries, taken as a whole, (iii) any direct or indirect acquisition or purchase by a third party of 35% or more of any class of voting securities of Constellation or any subsidiary of Constellation owning, operating or controlling a Constellation Material Business, or (iv) any tender offer or exchange offer by a third party that if consummated would result in any person beneficially owning 35% or more of any class of voting securities of Constellation or any subsidiary of Constellation owning, operating or controlling a Constellation Material Business; provided, however, that in each case the term “Constellation Transaction” shall not include (x) any separation (in and of itself) of the regulated and non-regulated businesses of Constellation by means of a spin-off, split-off or other similar transaction whereby the stockholders of Constellation receive shares of either BGE or an existing or newly organized entity that owns all or substantially all of the non-regulated businesses of Constellation (in addition to their existing shares of Constellation or as part of a share exchange transaction, such that they end up with shares in two separate businesses), (y) a public offering or private sale of capital stock of BGE, or (z) the sale or other disposition of the natural gas-fired generation assets that Constellation agreed, on October 10, 2006, to sell to Tenaska Power Fund, L.P. (“Tenaska”), whether such transaction involves Tenaska or any other third party. If a transaction falling within the scope of clause (x)...
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Constellation Transaction a transaction pursuant to which Constellation will become a Subsidiary of the Company with effect from the Unconditional Date.
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Examples of Constellation Transaction in a sentence

  • Defendants shall enter into definitive contracts for sale of the Divestiture Assets within 150 days after consummation of the Exelon/ Constellation Transaction.

  • We financed the Constellation Transaction by: o issuing 7,030,793 of our Common Shares, valued at $73,823 ($10.50 per share), less $505 in share issuance costs, o issuing 984,308 of our Series A Convertible Preferred Shares ("Preferred Shares"), valued at $24,608 ($25 per share), o assuming $60,081 in debt (see Note 7), o using $16,658 in proceeds from the TIAA Loan (defined in Note 7), o using $7,289 in proceeds from our Revolving Credit Facility, and o using $4,266 from our cash reserves.

  • During 1998, we assumed 11 mortgage loans in connection with the Constellation Transaction totaling $60,081, net of $18,133 which was repaid at settlement.

  • In 1998, we completed a number of transactions (collectively, the "Constellation Transaction") with affiliates of Constellation Real Estate Group (collectively, "Constellation") to acquire real estate properties and service businesses.

  • Upon completion of the Constellation Transaction, the Company contributed these assets into Corporate Office Management, Inc.

  • See paragraph (e) of this section for rules relating to the making the election.

  • In connection with the Constellation Transaction, the Company issued 6,182,634 Common Shares and 865,566 Series A Convertible Preferred Shares of Beneficial Interest ("Preferred Shares") to Constellation, which became the owner of approximately 39% of the Company's Common Shares.

  • In connection with the Constellation Transaction, the Company issued 6,182,634 Common Shares and 865,566 Series A Convertible Preferred Shares of Beneficial Interest to Constellation.

  • The Company contributed the assets it received in the Constellation Transaction to the Operating Partnership in exchange for 6,182,634 Common Units and 865,566 preferred units ("Series A Preferred Units").

  • On September 28, 1998, the Company, through affiliates of the Operating Partnership, completed a number of transactions (collectively, the "Constellation Transaction") pursuant to agreements (the "Constellation Agreements") with affiliates of Constellation Real Estate Group (collectively, "Constellation") to acquire real estate properties and service businesses (see Note 3).

Related to Constellation Transaction

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

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

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

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

  • 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.

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

  • Business Combination Transaction means:

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

  • 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.

  • 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.

  • 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.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • 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:

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • 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.

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

  • 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.

  • 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.

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

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

  • Designated Transaction means a Transaction which fulfils the following requirements: