Formation and Structuring Transactions definition

Formation and Structuring Transactions means the transactions outlined in Exhibit A to the Structuring and Contribution Agreement.
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Formation and Structuring Transactions means the formation and structuring transactions described on Schedule 1.1.(A).
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Formation and Structuring Transactions shall have the meaning assigned thereto in the Registration Statement on Form S-1 filed by MHG Co. in connection with the IPO.
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Examples of Formation and Structuring Transactions in a sentence

  • Measurement for payment for Shot Rock Borrow will be based on the number of cubic yards of material in place as determined by the average end area method, and will be determined on a neatline basis.

  • The parties shall cooperate reasonably with each other in connection with any steps required to be taken as part of their respective obligations under this Agreement and the Formation and Structuring Transactions, and shall (a) furnish upon request to each other such further information; and (b) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Formation and Structuring Transactions.

  • A notice of sale on Form D will be filed for the Formation and Structuring Transactions no later than 15 days after the date of the first sale of securities.

  • In the Formation and Structuring Transactions, no cash is involved—Morgans Hotel Group LLC is contributing ownership interests in its subsidiaries that own assets for Morgans Group LLC membership units and parties to the Formation and Structuring Transactions are exchanging those membership units for shares of the Company's common stock.

  • The specific terms and conditions governing a grant will be established in the grant guidelines for each initiative.

  • All calculations described above in this Section 5.04(a) which pertain to the fiscal quarters of the Parent ending on or prior to December 31, 2004 shall be made on a pro forma basis after giving effect to the IPO and the Formation and Structuring Transactions.

  • The strategy must be coordinated across business, trade unions, secondary and post-secondary institutions and all levels of government, and should actively engage traditionally disadvantaged populations.

  • Buzz Promotions may use these photos, in whole or in part, in any and all media now or hereafter known for promotion, advertising, trade, or any other purpose associated with Buzz Promotions.

  • The parties will use reasonable and customary methods of allocating such assets (including cash) and liabilities among the entities comprising the SHC Funding Group and the SHC LLC Group to carry out the purposes and intent of this Agreement and the Formation and Structuring Transactions.

  • The debt to which this historical interest expense relates was retired as part of the Formation and Structuring Transactions.


More Definitions of Formation and Structuring Transactions

Formation and Structuring Transactions means the acquisition by the Parent Guarantor of membership units in the Borrower from the Contributing Entities in exchange for consideration of cash and the Parent Guarantor’s contribution of certain assets and cash to the Borrower in exchange for additional membership units in the Borrower, in each case, all as more fully described in the Registration Statement and otherwise on terms reasonably acceptable to the Administrative Agent.
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Formation and Structuring Transactions shall have the meanings assigned thereto in the Registration Statement on Form S-11 filed by SHC Inc. in connection with the IPO.
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Formation and Structuring Transactions means the acquisition by the Corporation of membership units in the Operating Partnership from the contributing entities in exchange for consideration of cash and the Corporation’s contribution of certain assets and cash to the Operating Partnership in exchange for additional membership units in the Operating Partnership, in each case, all as more fully described in the Registration Statement on Form S-11 filed with the Securities and Exchange Commission in connection with the IPO (File no. 333-117141).
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Related to Formation and Structuring Transactions

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

  • 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.

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

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

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

  • 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.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • 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.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • 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.

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • 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;

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).