Incorporation Transaction definition

Incorporation Transaction means the conversion of Holdings into a corporation pursuant to a Certificate of Conversion to be filed by Holdings with the Secretary of State of the State of Delaware on or prior to the Closing Date.
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Incorporation Transaction means the conversion of Holdings into a corporation (whether by conversion or by merger of Holdings into a newly organized entity with no liabilities, formed solely for the purpose of consummating an Incorporation Transaction).
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Incorporation Transaction means the incorporation of F-Singapore under the laws of Singapore, and the issuance by F-Singapore to KOSI of an additional 99,998 shares of F-Singapore's capital stock for a consideration not in excess of S$100,000.
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Examples of Incorporation Transaction in a sentence

  • Notwithstanding the foregoing, the Holdings LLC Agreement and/or any shareholders agreement or stockholders agreement entered into by all equity holders of Holdings following the Incorporation Transaction, may be terminated in connection with a Qualified IPO by Holdings.

  • Merge into or consolidate with or into any entity, except in connection with an Incorporation Transaction as that term is defined in the Borrower's Operating Agreement, provided the surviving corporation executes and delivers all documents required by Lender, including, without limitation, an assumption of all of the Obligations.

  • This Section 14.2 shall not prohibit any Incorporation Transaction to the extent the Incorporation Transaction otherwise complies with Section 14.14(b) of the LLC Agreement.

  • The amount and class of such stock issued to each Member shall correspond to the class and percentage membership interest of such Member immediately prior to the Incorporation Transaction.

  • Except as otherwise expressly provided herein, the provisions hereof will inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, including, without limitation the Incorporation Transaction Corporation.

  • Following the Incorporation Transaction (as defined in that certain Share Exchange Agreement (the "Exchange Agreement") dated as of the date hereof by and among Nextera and the other individuals and parties thereto), all references herein to "Nextera" shall be deemed to include Newco (as defined in the Exchange Agreement) as the context requires, and all references herein to Principal Units or Nextera Class A Units shall be deemed to include Newco Class A Common Stock as the context requires.

  • Following the Incorporation Transaction, all references to Escrow Units in this Agreement shall be deemed to include such shares of Newco Class A Stock.

  • Any Shareholder called upon to satisfy indemnification obligations in connection with this Agreement may not seek any right of contribution against (a) General Partner or Limited Partner following completion of the Incorporation Transaction (as defined in the Exchange Agreement) or (b) Seller following completion of the Incorporation Transaction unless Seller has been converted to a limited liability company the membership interests of which are not owned by General Partner or Limited Partner.

  • The Company agrees that prior to consummation of the Incorporation Transaction it shall adopt the Amended and Restated Certificate of Incorporation and By-laws in substantially the forms attached as Exhibit A-1 and Exhibit A-2 hereto, with any changes thereto as will not materially adversely affect the rights of the Stockholders hereunder and thereunder (collectively the "Constituent Documents").

  • Request for Interpretation Form submitted STEP 2: Request for Interpretation reviewed by NERC Reliability Standards and Legal Staffs and Recommendation submitted to the Standards Committee STEP 3: Standards Committee Accepts/Rejects the Interpretation request If the Standards Committee rejects the Interpretation request, it shall provide a written explanation for rejecting the SAR to the entity requesting the interpretation within 10 business days of the decision to reject.


More Definitions of Incorporation Transaction

Incorporation Transaction means a transaction, however effected, in which the Company is converted into a C corporation.
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Related to Incorporation Transaction

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

  • Business Combination Transaction means:

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

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

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

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

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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.

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.