ESOT Transaction definition

ESOT Transaction means the series of transactions contemplated by and described in the ESOT Transaction Documents, including but not limited to the ESOT's purchase of up to 100% of the Capital Stock of the Company pursuant to the ESOT Stock Purchase Agreement.
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ESOT Transaction means the execution and delivery of the Notes by the ESOT and the purchase by the ESOT of shares of Employer Capital Stock from the Company pursuant to the Stock Purchase Agreement for an aggregate purchase price of $357,500,000. 49
Sample 1

Examples of ESOT Transaction in a sentence

  • The ESOT Transaction Documents identified in Exhibit 11.1.6 to this Agreement (without any modifications or amendments thereto), together with the ESOP Plan Documents identified in Exhibit 11.1.5 to this Agreement (without any modifications or amendments thereto), are all duly adopted by the Company to the extent intended to be so adopted.

  • The Company and its Subsidiaries shall not be subject to the tax imposed by Section 4978 of the Code with respect to any "disposition" by the ESOT of any shares of Capital Stock of the Company occurring as a result of the ESOT Transaction.

  • The Company has provided each holder of Notes a complete and accurate copy of the ESOP Plan Documents pursuant to which the ESOP and ESOT are maintained by the Company, or which concern the Company's obligations with respect to the ESOP and ESOT, as of the Closing Date and the ESOT Transaction Documents as in effect on the Closing Date and the ESOP Plan Documents and the ESOT Transaction Documents are in full force and effect and have not been amended or modified.

  • The ESOT Transaction Documents identified in Schedule 1.1.6 (without any modifications or amendments thereto), together with the ESOP Plan Documents identified in Schedule 1.1.5 (without any modifications or amendments thereto), are all duly adopted by the Borrower to the extent intended to be so adopted.

  • After giving effect to (a) the issuance of the Notes on the Closing Date under this Agreement, (b) the other transactions contemplated by the this Agreement, the other Operative Documents and the other Transaction Documents, including the consummation of the ESOT Transaction and (c) the payment and accrual of all transaction costs with respect to the foregoing, the Company and its Subsidiaries taken as a whole are Solvent.

  • The Borrower shall use the proceeds of Revolving Loans made on and after the Closing Date to fund the Asset Acquisition, to pay fees and expenses incurred in connection with this Agreement, the Asset Acquisition and the ESOT Transaction, for Capital Expenditures, and for the additional working capital needs and other general corporate purposes of the Borrower and its Material Subsidiaries, including, without limitation, the financing of Permitted Acquisitions.

  • As of the Closing Date and, to the best knowledge of the Borrower, at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to the ESOP, and neither any Loan hereunder nor the ESOT Transaction constitute or shall constitute or give rise to any such non-exempt prohibited transaction.

  • The Company shall use the proceeds of Revolving Loans (as defined in the Bank Credit Agreement) made on the Closing Date of the Bank Credit Agreement to pay fees and expenses incurred in connection with, the IITRI Acquisition, the Bank Credit Agreement and the ESOT Transaction, for Capital Expenditures, and for the additional working capital needs and other general corporate purposes of the Company and its Material Subsidiaries, including, without limitation, the financing of Permitted Acquisitions.

  • The Borrower and its Subsidiaries shall not be subject to the tax imposed by Section 4978 of the Code with respect to any “disposition” by the ESOT of any shares of Capital Stock of the Borrower occurring as a result of the ESOT Transaction.

  • After giving effect to (A) the Loans to be made on the Closing Date or such other date as Loans requested hereunder are made, (B) the other transactions contemplated by this Agreement and the other Transaction Documents, including the consummation of the ESOT Transaction and (C) the payment and accrual of all transaction costs with respect to the foregoing, the Borrower and its Subsidiaries taken as a whole are Solvent.

Related to ESOT Transaction

  • 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.

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

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

  • Subsequent Transaction has the meaning set forth in Section 1.08.

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

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • 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.

  • 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.

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

  • 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.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • 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.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

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

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • 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.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).