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

  • 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.

  • MHG LLC and Morgans Group LLC agree to execute and deliver, or to use their reasonable commercial efforts to cause to be executed and delivered by the appropriate parties, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Formation and Structuring Transactions.

  • In connection with the Formation and Structuring Transactions, the Hyatt Regency New Orleans hotel lease was converted to a management agreement and we report all of the operations of the hotel.

  • The purpose of the Formation and Structuring Transactions is to contribute the assets to Morgans Group LLC in connection with its formation and permit certain of those persons to exchange membership units for shares of the Company's common stock, while the purpose of the IPO is to raise cash.

  • Subject to the terms and conditions of this Agreement, Sunstone Hotel Partnership and each of the Interested Parties hereby (i) consent to each of the Formation and Structuring Transactions, (ii) waive any restrictions set forth under any agreement to which it is party and rights that it may have to object to any of the Formation and Structuring Transactions and (iii) agree to take all actions reasonably necessary or advisable to consummate the Formation and Structuring Transactions.

  • Even assuming for purposes of this integration analysis that the IPO and the Formation and Structuring Transactions involve the issuance of the same class of securities and are made at about the same time, the facts relevant to the other three factors are sufficient to support the conclusion that the Formation and Structuring Transactions should not be integrated with the IPO.

  • 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.

  • Based upon the facts and circumstances of the Formation and Structuring Transactions and the IPO, the Formation and Structuring Transactions should not be integrated with the IPO.

  • Sunstone Hotel Investors shall sell the assets and operations related to the management of the hotels to a third party management company prior to or in connection with the consummation of the Formation and Structuring Transactions and shall be entitled to keep the consideration, if any, from such sale.

  • For the reasons stated above, the Formation and Structuring Transactions are also exempt from registration under Section 4(2) of the Securities Act.


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) of these Bylaws.

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

  • 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).

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • 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 transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • 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 has the meaning specified in the Recitals.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

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

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • 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.