Listing Transaction definition

Listing Transaction has the meaning given to that term in the Cosmos SHA;
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Listing Transaction means the listing of the Optionee’s common shares on the Exchange or the acquisition of all of the outstanding common shares of the Optionee, whether pursuant to an amalgamation, arrangement, merger, reorganization or otherwise, provided the securities issued to the holders of common shares of the Optionee in exchange thereof are listed on the Exchange;
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Listing Transaction means the proposed listing of Target on the Exchange; (ee) “LOI” means the letter of intent dated November 18, 2014, between Web Watcher Systems Ltd. and the Target;
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Examples of Listing Transaction in a sentence

  • Immediately following the execution of an underwriting agreement, but prior to the closing of an IPO or Listing Transaction, all outstanding Series A Preferred Units shall be automatically converted into Listed Shares at a conversion rate formula set forth in the Fourth LLC Agreement.

  • At any time prior to an IPO or Listing Transaction and at such holder’s sole discretion, a holder of Series A Preferred Units may elect to convert such Series A Preferred Units to a number of common units in accordance with the formula set forth in the Fourth LLC Agreement.

  • At any time prior to an IPO or Listing Transaction and at such holder’s sole discretion, a holder of Series A Preferred Units may elect to convert such Series A Preferred Units to a number of common units in an amount equal to the quotient of (i) the product of the number of Series A Preferred Units to be converted by the Series A preferred liquidation preference, divided by (ii) the Series A conversion price then in effect by the delivery of written notice to the Company.

  • For the avoidance of doubt, neither shall Alternative Transaction nor Public Listing Transaction include the transactions contemplated by the Business Combination Agreement.

  • Obligation to Related PartyAmounts payable to Bevertec are as follows: Payment due on earlier of the closing of a Listing Transaction or July 22, 2012relating to a software licencing agreement as described in Note 4 $Balance of obligation September 30, 2012 $ - 14.

  • Consequences of Resolutions 1 to 11 not being approvedIn the event that all of resolutions 1 to 11 are not approved, then: • the Reverse Listing Transaction will not proceed; • the Directors consider that the prospects for the Company are uncertain.

  • The Company shall notify each Purchaser in writing of the anticipated occurrence of a Qualified Listing Transaction at least five days prior to the closing date of the Qualified Listing Transaction, notifying each Purchaser of the conversion to be effected and the terms under which the equity securities of the Company are anticipated to be sold in such Qualified Listing Transaction.

  • For the avoidance of doubt, any amendment, variation or supplement to any of the foregoing, or abandonment of any Listing Transaction, in each case in accordance with the terms of this agreement, shall not be considered a “withdrawal” for the purposes of this clause 21.3.

  • Upon the closing of a Qualified Listing Transaction, the Original Note Amount of each Purchaser shall automatically be converted into Conversion Shares without any action on the part of the Company or each Purchaser.

  • The issuance of Conversion Shares pursuant to the conversion of each Note shall be upon and subject to the same terms and conditions applicable to the equity securities of the Company sold in the Qualified Listing Transaction.


More Definitions of Listing Transaction

Listing Transaction means the proposed listing of the Xxxxx Post- Consolidation Shares on the CSE;
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Listing Transaction means any transaction or series of transactions that result in (i) the listing of the Company’s securities on a national securities exchange or (ii) the Members receiving in exchange for their Membership Interest, securities listed on a national securities exchange.
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Listing Transaction means a separation and listing of the Consumer Healthcare JointVenture, whether pursuant to a GSK-Initiated Separation or a Pfizer-Initiated Separation;
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Listing Transaction means the (a) Consolidation; (b) the Amalgamation; and (c) the Acquisition, collectively.
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Listing Transaction means any, or both, of a Pfizer-Initiated Listing Transaction and/or a GSK-Initiated Listing Transaction;
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Related to Listing Transaction

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

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

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • 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:

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

  • 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.

  • 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.

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

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

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

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

  • Proposed Transaction is defined in Section 6.2(a).

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

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

  • 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.

  • 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.

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

  • Business Combination Transaction means:

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • securities lending transactions means transactions whereby a Sub-Fund lends its Securities to a security-borrowing counterparty for an agreed fee.

  • 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.

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

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