Holdings Transaction definition

Holdings Transaction any of the Holdco Restructuring, the UPREIT Restructuring or the formation of the IPO Company.
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Holdings Transaction means the transaction contemplated by the Holdings Merger Agreement.
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Holdings Transaction has meaning set forth in Section 2(a).”
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Examples of Holdings Transaction in a sentence

  • Holdings has obtained all consents and approvals required from its general and limited partners in order to consummate the Holdings Transaction.

  • Pursuant to the Holdings Transaction, all outstanding partnership or other equity interests in Holdings shall be cancelled and shall cease to exist, and, in the case of limited partnership interests of Holdings that are not held by the Company, shall be converted into shares of Company Common Stock in accordance with the terms of the Exchange Agreement prior to the Effective Time.

  • Not, and not permit any other Loan Party to, issue any equity interest other than (a) any issuance by a Subsidiary to Borrower or another Subsidiary in accordance with Section 7.4, (b) any issuance of options pursuant to the Borrower Stock Option Plan or any issuance of stock upon the exercise of such options, or (c) any issuance of shares of Holdings’ equity securities (or, following a Holdings Transaction and subject to Section 8.1.10, Borrower’s equity securities).

  • This Agreement constitutes, and each of the Holdings Transaction Documents when so executed and delivered will constitute, legal, valid and (assuming the due execution of such agreements by the other parties hereto and thereto) binding obligations of Holdings, enforceable against Holdings in accordance with their respective terms.

  • Holdings (i) conducts any business other than its ownership of equity securities of Borrower, the issuance of equity of Holdings permitted hereunder, the conducting of audits, and the other activities of Holdings permitted hereunder, or (ii) incurs any Debt or liabilities other than liabilities incidental to the conduct of its business as permitted hereunder; provided, that Holdings may consummate a Holdings Transaction.

  • All of the issued and outstanding equity of Holdings is owned as set forth on Schedule 5.8 as of the Closing Date (after giving effect to the Related Transactions), all of the issued and outstanding equity of Borrower prior to a Holdings Transaction is owned by Holdings except for equity issued pursuant to the Borrower Stock Option Plan, and, except as set forth on Schedule 5.8, all of the issued and outstanding equity of each Wholly-Owned Subsidiary is, directly or indirectly, owned by Borrower.

  • All of the Series A Preferred Units, including units held by Southcross Energy LLC, were converted to common units on August 4, 2014 in connection with the Holdings Transaction.

  • This Agreement has been, and each of the other Holdings Transaction Documents will be at or prior to the Closing, duly and validly executed and delivered by Holdings.

  • Common control began on August 4, 2014 concurrent with the consummation of the Holdings Transaction and the Drop-Down Transaction.

  • No consent, approval, order or authorization --------------------- of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of Holdings in connection with the execution and delivery of this Agreement or the Holdings Transaction Documents, or the transfer and delivery of the LLC Interest, except such filings as shall have been made prior to and shall be effective on and as of the Closing.


More Definitions of Holdings Transaction

Holdings Transaction means, collectively,
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Holdings Transaction a transaction in which the Borrower remains a Delaware corporation and a U.S. entity becomes the direct parent NYSE-listed company that owns 100% of each class of the outstanding capital stock of the Borrower.
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Related to Holdings Transaction

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

  • 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:

  • Securities Transaction means a purchase of or sale of Securities.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • 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.

  • 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.

  • 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.

  • 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.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • NIMS Transaction As defined in the tenth Recital to this Agreement.

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

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • 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.

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

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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.