Organizational Transactions definition

Organizational Transactions has the meaning set forth for such term in the Registration Statement on Form S-1 (Registration No. 333-196345) initially submitted by Yieldco to the Commission on February 14, 2014 and publicly filed on May 29, 2014, as subsequently amended, including the contribution to YieldCo LLC of certain solar energy projects developed by SunEdison and its Affiliates and the completion by YieldCo LLC of the acquisition of certain solar energy projects developed by third parties.
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Organizational Transactions shall have the meaning set forth in the Recitals.
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Organizational Transactions has the meaning ascribed to such term in the Issuer’s Offering Memorandum, dated July 31, 2015, relating to the initial offering of the Notes, and includes, for avoidance of doubt, the acquisition by, or contribution to, the Parent or any of its Restricted Subsidiaries of the Capital Stock and assets which comprise the initial portfolio (as defined in the Issuer’s Offering Memorandum. dated July 31, 2015, relating to the initial offering of the Notes) or the issuance of any Capital Stock in consideration therefor, in each case regardless of when any such transaction is consummated.
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Examples of Organizational Transactions in a sentence

  • Prior to or substantially concurrent with the issuance of the Underwritten Shares and payment therefor in accordance with this Agreement, the Organizational Transactions shall have been consummated in a manner consistent in all material respects with the descriptions thereof in the Registration Statement, Pricing Disclosure Package and the Prospectus.

  • The Company leases the Southport Facility, which through the date of the Organizational Transactions was owned by an entity controlled by a close relative of the President of one of its subsidiaries.

  • Tax Distributions to Topco LLC’s OwnersTopco LLC is subject to an operating agreement put in place at the date of the Organizational Transactions.

  • Prior to the Organizational Transactions and IPO, basic net income per common unit attributable to our member for the three months ended March 31, 2020 was based on the weighted average number of common units outstanding during the period.

  • The starting point itself is frequently held to be unproblematic or even morally desirable considered on its own (Volokh; Douglas; den Hartogh; LaFollette) however, cf.

  • The diagram below depicts our historical organizational structure prior to the completion of the Organizational Transactions.

  • The Company issued shares of Class X common stock to Onex as part of the Organizational Transactions, which were immediately repurchased and canceled, as a mechanism for Onex to participate in the TRA.

  • See Note 1 to the consolidated financial statements included in Part II, Item 8 for more information about the above-mentioned transactions as well as the other transactions completed in connection with our IPO, which we refer to collectively as the "Organizational Transactions." As of December 27, 2017 , Shake Shack Inc.

  • On July 17, 2021, in connection with the Organizational Transactions described below, PowerSchool Holdings, Inc.

  • The above mentioned transactions as well as the other transactions completed in connection with the IPO are referred to collectively as the "Organizational Transactions." Following the completion of the Organizational Transactions, we owned 33.3% of SSE Holdings.

Related to Organizational Transactions

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

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

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

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

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

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

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • occasional transaction means a transaction that is not carried out as part of a business relationship as defined in Article 3(13) of Directive (EU) 2015/849.

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

  • Personal Transaction payment involves sending money (initiated from the “Friends and Family” tab of the “Send Money” flow) to, and receiving money into your PayPal Account from, friends and family without making an underlying commercial transaction (that is, the payment is not for the purchase of goods or services or for making any other commercial transaction). If you are making a commercial transaction (for instance selling goods or services), you may not ask the buyer to send you a Personal Transaction payment for the purchase. If you do so, PayPal may remove your ability to accept any or all payments for Personal Transactions. Please also note that: 2.1 you cannot send money for a Personal Transaction from some countries (including China and (in some cases) Germany); 2.2 Brazilian and Indian registered Accounts may neither send nor receive Personal Transaction payments. This means that you cannot send Personal Transaction payments to Brazilian or Indian registered Accounts; and A4.2.3 the sender pays the Fee.

  • 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.

  • 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.

  • Regional Transmission Organization or “RTO” means the regional transmission organization approved by the Federal Energy Regulatory Commission for the control area that includes the utility’s assigned service area (as defined in IC 8-1-2.3-2).

  • 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.

  • Business Combination Transaction means:

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • 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.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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.

  • 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.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

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

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

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