Headquarters Transactions definition

Headquarters Transactions means the execution, delivery and performance by the Whitmore Borrower and the other Loan Parties of the Headquarters Loan Agreement and the other Headquarters Loan Documents, the borrowing of loans and other credit extensions thereunder and the use of the proceeds thereof.
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Headquarters Transactions means the execution, delivery and performance by the Xxxxxxxx Borrower and the other Loan Parties of the Headquarters Loan Agreement and the other Headquarters Loan Documents, the borrowing of loans and other credit extensions thereunder and the use of the proceeds thereof.
Sample 1
Headquarters Transactions means (i) the initial Headquarters SPV Payment Amount described in clause (i) of the definition thereof in an entity (that is not a Subsidiary of the Borrower) which makes investments utilizing tax credits (the “Headquarters Investor”), (ii) the incurrence by the Headquarters SPV and/or its Subsidiaries of Headquarters Non-Recourse Mortgage Debt in an aggregate amount not to exceed $55,000,000 (as reduced by any repayments of principal thereof) from the Headquarters Investor or a Subsidiary thereof or another lender (the “Headquarters Lender”), the source of which the Headquarters Lender shall have obtained (x) approximately $16,500,000 from a third party lender that is not the Headquarters Investor or an Affiliate thereof, (y) approximately $16,500,000 from a governmental entity and (z) approximately $20,000,000 from the Headquarters Investor and the Investment described in clause (i) of this definition, in each case, for which the portion of the Headquarters Non-Recourse Mortgage Debt to which such amount described in this clause (z) relates bears interest at a nominal rate, (iii) the acquisition, development and/or construction of the Headquarters by the Headquarters SPV and/or its Subsidiaries, (iv) the sale and leaseback or lease and leaseback of the Headquarters by the Headquarter SPV to a third party financing source (which may be a Capitalized Lease Obligation) (such lease, the “Headquarters SPV Base Lease”) so long as, other than for nominal payments, there are no debt service, lease service or similar requirements in respect of the Headquarters SPV Base Lease in excess of the amounts the Headquarters SPV would incur in respect of real property taxes and other similar payment obligations in the absence of the incurrence of the Headquarters SPV Base Lease, (v) the lease or sublease of the Headquarters from the Headquarters SPV to the Borrower and/or one of its Subsidiaries pursuant to the Headquarters Leases, (vi) transactions pursuant to the Headquarters Ancillary Agreements, (vii) the payment from time to time of the Headquarters SPV Payment Amounts pursuant to clauses (ii) and (iii) of the definition thereof and (viii) any other transaction in furtherance of the foregoing that is not adverse to the interests of the Lenders in any material respect and is not otherwise prohibited by this Agreement (it being understood that, in no event shall any such other transactions involve any incremental Indebtedness, any incremental credit support provided b...
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Examples of Headquarters Transactions in a sentence

  • Except as disclosed in the financial statements referred to in Sections 3.04(a) and (b) or the notes thereto, after giving effect to the Transactions and the Headquarters Transactions, none of the Company or its Subsidiaries has any contingent liabilities, unusual long-term commitments or unrealized losses that in the aggregate could reasonably be expected to have a Material Adverse Effect.

  • The Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2015, prepared giving effect to the Transactions and the Headquarters Transactions as if the Transactions and the Headquarters Transactions had occurred on such date.

  • The Administrative Agent (or its counsel) shall have received a solvency certificate signed by a Financial Officer of the CSW Borrower dated the Effective Date giving effect to the Transactions and the Headquarters Transactions in form and substance reasonably satisfactory to the Administrative Agent.

  • The Settling Parties further agreed that the Settlement Agreement resolves all currently disputed issues in this proceeding, but leaves open any potential new issues arising from PG&E’s future supplemental testimony presenting the SFGO Purchase and Sale Agreement.As defined in Section V(B) of the Settlement Agreement, the Settling Parties resolved issues concerning the reasonableness of the Headquarters Transactions.

  • The proceeds of the Revolving Loans will be used for payment of fees and expenses payable in connection with the Transactions and the Headquarters Transactions and for other working capital and other general corporate purposes.

  • The detailed reasons for the Headquarters Transactions are provided in Sections II, IV and V above and in the accompanying testimony.

  • The Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2014, prepared giving effect to the Transactions and the Headquarters Transactions as if the Transactions and the Headquarters Transactions had occurred on such date.

  • The Settlement Agreement represents equitable compromises reached after careful review and discussion by all interested parties of the Headquarters Transactions proposals presented in the Settling Parties’ prepared testimony, as well as information obtained during discovery.

  • Cal Advocates also no longer proposes disallowances with respect to the Lakeside Building purchase price.The recommendations for findings and ratemaking related to the Headquarters Transactions presented in the Settlement Agreement and summarized below are reasonable in light of the whole record, consistent with law, and in the public interest, as discussed in Section IV.

  • The Administrative Agent (or its counsel) shall have received a solvency certificate signed by a Financial Officer dated the Effective Date giving effect to the Transactions and the Headquarters Transactions and in form and substance reasonably satisfactory to the Administrative Agent.

Related to Headquarters Transactions

  • De Minimis Transaction means a transaction in an equity security (or an equivalent security) which is equal to or less than 300 shares, or is a fixed-income security (or an equivalent security) which is equal to or less than $15,000 principal amount. Purchases and sales, as the case may be, in the same security or an equivalent security within 30 days will be aggregated for purposes of determining if the transaction meets the definition of a De Minimis Transaction.

  • Contactless Transaction means a Transaction that is authorised by you touching or holding your Card or linked device against or near a POS Terminal without the need to insert your Card.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Real estate-related financial transaction means any transaction involving:

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

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Business Case means the written reasoning behind the initiation of a Procurement Project, prepared in the form set out in Part 1 of the Procurement Project Plan at Appendix A of the Procurement Project Planning Protocol.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Eligible next Michigan business means that term as defined in section 3 of the Michigan economic growth authority act, 1995 PA 24, MCL 207.803.

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Consumer-goods transaction means a consumer transaction in which:

  • Motor Sport Activities means any motor sport activities or Recreational Services which are permitted or approved which CAMS regulates or administers by CAMS or otherwise under the responsibility / control of CAMS;

  • Motorsport Activities means any motorsport activities or Recreational Services which are permitted or approved which Motorsport Australia regulates or administers or otherwise are under the responsibility / control of Motorsport Australia;

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

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

  • Suspicious transaction means a “transaction” as defined below, including an attempted transaction, whether or not made in cash, which, to a person acting in good faith:

  • Excluded Transactions means:

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • 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.

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

  • Card Transactions means the value of goods and services purchased by means of the Card, and evidenced by sales receipt, or cash withdrawals effected with his Card, or at any point of sale.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

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