Investor Transaction definition

Investor Transaction means any transaction between the Company or its Subsidiaries on the one hand and the Investor or its Affiliates on the other, in which the Investor or its Affiliates have an interest distinct from that of the other stockholders of the Company.
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Investor Transaction means the transactions entered into pursuant to the Investor Transaction Documents;
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Investor Transaction means the transaction contemplated by the Investor Transaction Documents, including the issuance to the Investors (as defined in the Investor Transaction Documents) of certain subordinated unsecured convertible promissory notes.
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Examples of Investor Transaction in a sentence

  • DealMaker Securities LLC charges commissions of eight percent (8.5%) of the Offering proceeds including the Investor Transaction Fee.

  • Investor shall indemnify, save and keep harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents, representatives, successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of any inaccuracy in, breach of or other failure to comply with any representation, warranty or covenant made by Investor to the Company in this Agreement or in any other Investor Transaction Document.

  • Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee.

  • Any notice, demand or request required or permitted to be given by the respective parties hereto pursuant to the terms of this Agreement shall delivered in accordance with the terms of the Investor Transaction Documents.

  • The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the amount of the investment to be made and the number of warrants to be issued, in each case in accordance with the terms thereof).

  • In the event that any Investor ------------ ---------------------- (a "Transferring Investor") receives a bona fide offer from an Offeror to purchase a portion of the Shares of Common Stock held by an Investor, to which Offer the provisions of Section 3.4 do not apply (an "Investor Transaction Offer"), such Transferring Investor may Transfer such Shares only pursuant to and in accordance with the following provisions of this Section 3.

  • For purposes of this Agreement, “Renounced Business Opportunity” means an Investor Transaction that (i) is presented to an Investor Director or an Investor Observer in such Person’s capacity as a Director or board observer (whether at a meeting of the Board or otherwise) and with respect to which the Investor has not independently received notice or is otherwise not previously aware or (ii) is identified by Investor solely through disclosure of information by or on behalf of the Company to the Investor.

  • All necessary action has been taken by such Investor to authorize the execution, delivery and performance by it of this Agreement and each other Investor Transaction Document.

  • The Company agrees that for purposes of the immediately preceding sentence, the determination as to whether an Investor Director or an Investor Observer has been presented with such Investor Transaction in such Person’s capacity as a Director or board observer or solely through disclosure of information by or on behalf of the Company shall, in each case, be made reasonably and in good faith by Investor, and any such determination made reasonably and in good faith shall be binding for purposes hereof.

  • Unless otherwise determined by the Committee, a Strategic Investor Transaction (as defined in the Stockholders Agreement) shall not constitute a Change of Control.

Related to Investor Transaction

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • 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.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

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

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • 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.

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

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • 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:

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • 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.

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

  • 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.

  • 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.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

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

  • Major Transaction means and shall be deemed to have occurred at such time upon any of the following events:

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.