New Empowerment Transaction definition

New Empowerment Transaction means the empowerment transaction or series of transactions given effect to under the Transaction Documents pursuant to which, inter alia, (i) MTN Zakhele Futhi will subscribe for MTN Shares, up to an approximate maximum of 4% of the diluted issued share capital of MTN (measured as at the "Signature Date", as such term is defined in the Relationship Agreement), (ii) MTN Zakhele Futhi will issue MTN Zakhele Futhi Ordinary Shares to Black Participants pursuant to the MTN Zakhele Futhi Public Offer and (iii) MTN Zakhele will acquire and distribute MTN Zakhele Futhi Ordinary Shares to MTN Zakhele Shareholders who elect to receive MTN Zakhele Futhi Consideration Shares pursuant to the MTN Zakhele Unwinding Scheme should such scheme be implemented;

Examples of New Empowerment Transaction in a sentence

  • Scheme Participants can, subject to the provisions of the Scheme, elect to receive the: (i) MTN Consideration Shares; or (ii) Cash Consideration; or (iii) if the New Empowerment Transaction is implemented, MTNZ Futhi Consideration Shares; or (iv) a combination thereof.

  • The acquisition by SAB Zenzele Kabili of AB InBev Shares pursuant to the New Empowerment Transaction will not result in AB InBev becoming a subsidiary of SAB Zenzele Kabili.

  • The N-terminal 2CARD truncation mutants (DNs) of RIG-I and MDA5, which can bind dsRNA and hydrolyze ATP, also displaced viral proteins in an ATP-dependent manner (Figure S1C).

  • The only alterations to the stated capital of the Company prior to the date of issue of this Prospectus have been that after incorporation, on 21 January 2020, SAB Zenzele Kabili issued one SAB Zenzele Kabili Ordinary Share to SAB, to enable the Company to obtain all necessary shareholder approvals required for implementation of the New Empowerment Transaction, including the Reinvestment Offer.

  • On 21 January 2020, SAB subscribed for one SAB Zenzele Kabili Ordinary Share to enable the Company to pass all necessary shareholder approvals required for the implementation of the New Empowerment Transaction.

  • Due to the potential application of the Scaling Principles and the possibility that the New Empowerment Transaction may not become operative, Scheme Participants who elect to receive MTNZ Futhi Consideration Shares are encouraged to elect an alternative Scheme Consideration (that is, a “fall-back” election) which would apply in the event that a Scheme Participant is not allocated any or all of the MTNZ Futhi Consideration Shares elected.

  • An announcement will be published in the South African press as soon as possible after the fulfilment, waiver or non-fulfilment, as the case may be, of the Scheme Conditions.For the avoidance of doubt, if the Scheme Conditions are not fulfilled or waived (to the extent possible) by the Long Stop Date, or the Extended Long Stop Date, then the SAB Zenzele Scheme will not become operative and the New Empowerment Transaction will not proceed.

  • It is expected that, following implementation of the New Empowerment Transaction, SAB Zenzele Kabili will not have a controlling or major shareholder, as such terms are understood in the JSE Listings Requirements.

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  • On 6 February 2020, SAB, as the sole shareholder of the Company, passed a special resolution in terms of section 41 of the Companies Act, in terms of which the Company was authorised to issue SAB Zenzele Kabili Preference Shares pursuant to the New Empowerment Transaction and the SAB Zenzele Kabili Preference Share Subscription Agreement, and such share issuance was additionally approved by a resolution of the Board on 6 February 2020.

Related to New Empowerment Transaction

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • 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.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • 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.

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

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

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

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

  • 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.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • 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 Shareholders. Such term does not include:

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Retail installment transaction means retail installment transaction as defined in section 2 of the retail installment sales act, Act No. 224 of the Public Acts of 1966, being section 445.852 of the Michigan Compiled Laws.

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

  • 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 and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

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