Intercompany Distribution Transactions definition

Intercompany Distribution Transactions shall have the meaning provided in Section 5.09(b) of the Original Credit Agreement.
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Intercompany Distribution Transactions means the loans and or dividends made by the Bermuda Company or any of the Bermuda Partnership Partners to their respective parent companies and Affiliates in connection with the going-private merger transaction in 2003.
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Intercompany Distribution Transactions shall have the meaning provided in Section 5.09(b).
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Examples of Intercompany Distribution Transactions in a sentence

  • All conditions precedent to the consummation of the Common Equity Financing, the issuance of the New Senior Notes, the Sale-Leaseback Transaction and the Intercompany Distribution Transactions as set forth in the relevant Documents therefor shall have been satisfied, and not waived unless consented to by each Agent and the Required Lenders, to the reasonable satisfaction of each Agent and the Required Lenders.

  • All conditions precedent to the consummation of the Common Equity Financing, the issuance of the Senior Notes, the issuance of the Senior Subordinated Notes and the Intercompany Distribution Transactions as set forth in the relevant Documents therefor shall have been satisfied in all material respects, and not waived in a manner that is materially adverse to the Lenders unless consented to by each Agent and the Required Lenders, to the satisfaction of each Agent and the Required Lenders.

  • Equity Management GmbH (to -108- be renamed CSA Holding (Deutschland) GmbH) with all of the proceeds thereof, in each case in amounts and on terms reasonably satisfactory to the Agents (the "Intercompany Distribution Transactions").

Related to Intercompany Distribution Transactions

  • 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.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

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

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

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

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

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

  • 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.

  • 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.

  • 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.

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

  • Sale Transaction has the meaning set forth in Section 3(a).

  • 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:

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

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

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

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

  • 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.

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

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

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

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • 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.