Galleria Transfer definition

Galleria Transfer means the contribution of the Galleria assets by P&G to Galleria Company in exchange for Galleria Company common stock, any distribution to P&G of a portion of the Recapitalization Amount and the assumption of the Galleria liabilities, in each case, in accordance with the requirements of the Transaction Agreement.
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Galleria Transfer means the contribution of the Galleria Assets by Parent to SplitCo in partial consideration for the Galleria Stock Issuance, the distribution to Parent of the Recapitalization Amount and the assumption of the Galleria Liabilities, in each case, in accordance with the requirements of this Agreement.
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Galleria Transfer means [ ].50
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Examples of Galleria Transfer in a sentence

  • P&G would generally recognize taxable gain equal to the excess of the fair market value of the assets contributed to Galleria Company plus liabilities assumed by Galleria Company, in each case, pursuant to the Galleria Transfer, over P&G’s tax basis in such assets.

  • Subject to the satisfaction and waiver of the conditions set forth in Article VII, the effective time and date of each Conveyance and assumption of any Asset or Liability in accordance with this Article I in connection with the Galleria Transfer will be 12:01 a.m., Eastern Time, on the anticipated Closing Date (such time, the “Business Transfer Time,” and such date the “Business Transfer Date”).

  • This reorganization will include the Galleria Transfer and a restructuring of the Galleria Business as contemplated by Section 5.21 (the Galleria Transfer, together with the activities set forth in Sections 5.21, 6.02 and 6.03, collectively, the “Restructuring”).

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  • Subject to the satisfaction and waiver of the conditions set forth in Article VII , the effective time and date of each Conveyance and assumption of any Asset or Liability in accordance with this Article I in connection with the Galleria Transfer will be 12:01 a.m., Eastern Time, on the anticipated Closing Date (such time, the “ Business Transfer Time ,” and such date the “ Business Transfer Date ”).

Related to Galleria Transfer

  • Data Transfer means: 1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or 1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

  • Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Signaling Transfer Point (“STP”) means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. A STP transmits, receives and processes CCIS messages.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Signal Transfer Point (STP) performs a packet switching function that routes signaling messages among Service Switching Points (SSP), Service Control Points (SCP), Signaling Points (SP), and other STPs in order to set up calls and to query databases for Advanced Services.

  • Historically black college or university means an institution determined by the Secretary of Education to meet the requirements of 34 CFR 608.2.

  • Youth center means any public or private facility that is primarily used to host recreational or social activities for minors, including, but not limited to, private youth membership organizations or clubs, social service teenage club facilities, video arcades, or similar amusement park facilities.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • credit transfer means a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer;

  • Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Whole Loan Transfer Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

  • Child day center means a child day program offered to (i) two or more children under the age of 13 in a facility that is not the residence of the provider or of any of the children in care or (ii) 13 or more children at any location.

  • Funds transfer means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator's bank or an intermediary bank intended to carry out the originator's payment order. A funds transfer is completed by acceptance by the beneficiary's bank of a payment order for the benefit of the beneficiary of the originator's payment order.

  • Ambulatory surgical center means any public or private State licensed and approved (whenever required by law) establishment with an organized medical staff of Physicians, with permanent facilities that are equipped and operated primarily for the purpose of performing Surgical Procedures, with continuous Physician services and registered professional nursing service whenever a patient is in the facility, and which does not provide service or other accommodations for patients to stay overnight.

  • Pass-Through Transfer The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer" (with or without a master servicer) thereunder.

  • Historically Black Colleges or University , as used in this clause means an institution determined by the Secretary of Education to meet the requirements of 34 CFR Section 608.2. The term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986.

  • Distribution center means a building or structure used primarily for the storage of goods which are intended for subsequent shipment to retail outlets. Distribution center does not mean a building or structure used primarily to store raw agricultural products, used primarily by a manufacturer to store goods to be used in the manufacturing process, used primarily for the storage of petroleum products, or used for the retail sale of goods.

  • Lateral transfer or "transfer" - refers to the movement of an employee from one position to another which does not constitute a demotion or promotion;

  • Center means the center for educational performance and information created in section 94a.

  • Fat wood means pieces of wood kindling with high naturally-occurring levels of sap or resin which enhance ignition of the kindling. “Fat wood” does not include any kindling with substances added to enhance flammability, such as wax-covered or wax-impregnated wood-based products.

  • Individual PAGA Payment means the Aggrieved Employee’s pro rata share of 25% of the PAGA Penalties calculated according to the number of Workweeks worked during the PAGA Period.

  • Offshore wind renewable energy certificate or "OREC" means

  • Freddie Mac Transfer As defined in Section 13 hereof.

  • Call Center means a call center, whether in Singapore or elsewhere, set-up or arranged by the Bank for servicing the Customers of the Bank for providing the Call & Remit Facility and related support services.

  • Terrace means a relatively level step constructed in the face of a graded slope surface for drainage and maintenance purposes.

  • Campus means any place where the college conducts or sponsors educational, public service, or research activities.