Date of Transfer means the date of registration of transfer of the Property into the name of the Purchaser in the Deeds Registry in Pietermaritzburg;
Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.
Notice of Transfer With regard to Distressed Mortgage Loans that will become Transferred Mortgage Loans, the notice given by the related Prior Servicer (if such Prior Servicer is Aurora) to the Master Servicer, the applicable Custodian, the Trustee and the Special Servicer or by the Master Servicer (if the related Prior Servicer(s) are not Aurora) to the Prior Servicer(s), the applicable Custodian, the Trustee and the Special Servicer, in each case substantially in the form of Exhibit A hereto.
means of transport means rail transport, road freight transport, inland waterway transport, maritime transport, air transport, and intermodal transport;
Deed of Transfer means the notarial deed of transfer for the Shares, substantially in the form as attached hereto as Schedule 3;
Letter of Transmittal means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.
Termination of Trading means that the Common Stock or other securities into which the Securities are convertible is neither listed for trading on a U.S. national securities exchange nor approved for trading on an established automated over-the-counter trading market in the United States.
Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.
Drop Dead Date has the meaning set forth in Section 9.01(b)(i).
Transaction Date means, with respect to the Incurrence of any Indebtedness by the Company or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.
Minimum Transaction Size means the minimum value of subsequent subscriptions,
Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:
Letter of Transmittal and Election Form means the letter of transmittal and election form(s) to be delivered by Company to the Company Shareholders and Company RSU Holders and providing for the Company Shareholder’s and Company RSU Holders election with respect to the Consideration;
Close of Trading means the Scheduled Closing Time of the Relevant Stock Exchange with respect to the Fund or any Successor Fund; and
Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.
Transaction Size means Lot Size multiplied by number of Lots.
Transaction Notional Amount means (A) in respect of any Transaction that is a cross currency hedge, the Base Currency Equivalent of the Currency Amount applicable to Party A’s payment obligations and (B) in respect of any other Transaction, the Base Currency Equivalent of the Notional Amount.
Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.
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 Shareholders. Such term does not include:
Party B Final Exchange Amount The Sterling equivalent of the Party A Final Exchange Amount converted by reference to the Dollar Currency Exchange Rate.
Eligibility Record Date means a record date that is 1 year or more before the adoption of a plan of conversion by a credit union board and is set forth in a plan of conversion for determining eligible members of a converting credit union.
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.
Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.
soliciting dealer means a person whose interest in a distribution of rights is limited to soliciting the exercise of the rights by holders of those rights;