European Transaction definition

European Transaction means solely with respect to any transaction with respect to the sale, structuring, licensing or other monetization of [***] which is limited exclusively in terms of geography to the European Union, European Common Market territory, and/or any jurisdictions or territories therein: (a) such transaction must be consummated pursuant to one or more agreements that provide for (i) with respect to any Permitted Investment involving or related to a Joint Venture or similar structure, a Loan Party shall maintain a direct minimum equity or other ownership interest (voting and economic) of [***] and such Loan Party must use its best efforts to pledge for the benefit of the Administrative Agent pursuant to the terms of the Collateral Documents (including without limitation, the use by such Loan Party of its best efforts to obtain “step-in” or similar rights with respect to the transfer of such interests), (ii) with respect to any transaction involving solely a Permitted Royalty Transaction of any kind in connection to or related to “revenue” or similar economic receipts (be it a royalty interest sale, buyout, revenue participation, synthetic royalty or similar transaction), a Loan Party will directly receive [***] of such Products sold by the Joint Venture, its licensees, and their respective sublicensees to end customers (however defined under the applicable documents) arising from the Commercialization of the Product rights contributed to such Joint Venture or similar structure, and (iii) with respect to any Permitted Product Agreement, such arrangement will provide for a Loan Party directly receiving [***] of such Products sold by the Joint Venture, its licensees, and their respective sublicensees to end customers (however defined under the applicable documents) arising from the Commercialization of the Product rights contributed to such Joint Venture or similar structure, (b) the consideration received for such transaction shall be in an amount at least equal to the fair market value thereof (as reasonably determined by Company’s Board of Directors), and (c) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of such transaction or would result therefrom. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, any transactions involving the sale, structuring, exclusive licensing or other monetization of [***] in the European Union and European Common Market territory and/or any j...
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European Transaction means the Czech Acquisition, the West German Disposal and the Spanish Combination.”
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European Transaction shall have the meaning set forth in Section 4.2(c).
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Examples of European Transaction in a sentence

  • The transactions contemplated by the European Transaction Agreement shall have been consummated on or before the Effective Date.

  • EUROPE: ***% off of the European Transaction Price for the prior month.

  • Notwithstanding anything to the contrary contained in this Note, StarBase shall not be obligated to make any further Loans to OBJS under this Note following any European Transaction.

  • Kufe, a hybridoma which secretes monoclonal antibodies preferentially reactive with human breast carcinoma, which hybridoma is designated by XXXX-XXXXXX as DF-3 (the "Cell Line").

  • RM may not rely on the failure to satisfy any of the conditions precedent in Section 5.3 if the condition precedent would have been satisfied but for a default by RM or any of its Affiliates in complying with its obligations under this Agreement or the European Transaction Agreement.

  • Notwithstanding the foregoing, the maximum amount payable by, and the maximum amount collectible by, each of Magna, 445 and Russian Machines under the expenses clause of the Transaction Agreement shall not exceed $10 million, and none of Magna, 445 or Russian Machines may claim expense reimbursement in respect of the same expenses from more than one party, and for the purposes of this clause, any expenses reimbursed under the European Transaction Agreement shall count toward the $10 million limit.

Related to European 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.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • 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.

  • 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.

  • 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.

  • 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:

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

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

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

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

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

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

  • Business Transaction means any merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination involving the Company.

  • 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.

  • Credit transaction means any transaction by the terms of which the repayment of money loaned or loan commitment made, or payment for goods, services, or properties sold or leased, is to be made at a future date or dates.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • 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.

  • 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.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

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

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;