Parent Transaction definition

Parent Transaction shall have the meaning set forth in Section 5.10.
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Parent Transaction means any merger, acquisition, business ------------------ combination, stock repurchase, stock issuance or other transaction or business opportunity, even if such Parent Transaction would materially interfere with the transactions contemplated by this Agreement.
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Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a wholly-owned subsidiary of Parent; provided that all of the Restricted Subsidiaries of the Company immediately prior to such transaction (other than any Restricted Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Restricted Subsidiaries of the Company immediately after such transaction and the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of Parent in substantially the same proportion immediately after such transaction.
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Examples of Parent Transaction in a sentence

  • A service transaction request to terminate a previous service transaction request prior to completion shall, in addition to the information contained in section 8.2.2, contain the Parent Transaction Number associated with the service transaction request that is being terminated.

  • Except as set forth in this Section 9.3, whether or not the Merger is consummated, (i) all Parent Transaction Expenses shall be paid by Parent (or on behalf of Parent) at or prior to the Closing and (ii) all Company Transaction Expenses shall be paid by the Company.

  • The execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP.

  • The Parent Shareholder had entered into an agreement with the Investor under which the Investor would acquire all the Parent Shareholder’s shareholding in Company A (the Parent Transaction).

  • On completion of the Parent Transaction, the Investor would make a mandatory unconditional cash offer under the Takeovers Code to acquire all the shares in Company A other than those already held or agreed to be acquired by the Investor and parties acting in concert with it (the Company Offer).

  • Such notice shall indicate the identity of the Person making such proposal, inquiry, offer or request and a description of such proposal, inquiry, offer or request, including the terms and conditions (if any) of such proposed Competing RMT Parent Transaction, and RMT Parent shall promptly (and in any event within 24 hours after receipt by RMT Parent) provide to LMC copies of any written materials received by RMT Parent in connection with any of the foregoing.

  • Such notice shall indicate the identity of the Person making such proposal, inquiry, offer or request and a description of such proposal, inquiry, offer or request, including the material terms and conditions (if any) of such proposed Competing Parent Transaction, and Parent shall promptly (and in any event within twenty-four (24) hours after receipt by Parent) provide to Citrix copies of any written materials received by Parent in connection with any of the foregoing.

  • RMT Parent agrees that it shall not submit to a vote of the stockholders of RMT Parent any Competing RMT Parent Transaction or Competing RMT Parent Transaction Agreement (in either case, whether or not a Superior Proposal) prior to the vote of RMT Parent’s stockholders to obtain the RMT Parent Stockholder Approval.

  • At the Closing, Parent shall use a portion of the Available Cash to pay, or cause to be paid, the Parent Transaction Expenses and Company Transaction Expenses in the amounts and in accordance with the wire transfer instructions set forth in the certificates to be delivered pursuant to Section 7.2(j) and Section 7.3(g).

  • Parent agrees that the obligation of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Parent Transaction; or (b) any Change in the Parent Recommendation.


More Definitions of Parent Transaction

Parent Transaction has the meaning set forth in ‎Section 5.03(d).
Sample 1
Parent Transaction means (i) any merger, consolidation, business combination or similar transaction or series of related transactions of Parent the result of which is that holders of the voting securities of Parent immediately prior to the consummation of such transaction or related transactions hold, directly or indirectly, immediately following the consummation of such transaction or related transactions, less than a majority of the outstanding voting power of Parent or the surviving entity in such transaction or series of related transactions; (ii) any issuance or sale by Parent of new shares of capital stock or new equity interests of Parent; (iii) any transfer or sale of outstanding shares of capital stock or outstanding equity interests of Parent by the holders thereof; or (iv) the sale of any assets of Parent.
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Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a wholly-owned Subsidiary of Parent; provided that all of the Subsidiaries of the Company immediately prior to such transaction (other than any Subsidiary participating in such transaction that ceases to exist upon the consummation of the transaction) shall remain Subsidiaries of the Company immediately after such transaction and the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Parent in substantially the same proportion immediately after such transaction.
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Parent Transaction means transaction data sent by the Client to Instinet for routing to Instinet’s Electronic Service; Party means either Instinet or the Client; Passwords means passwords, user identifications, authentication codes or other security devices for access to the Electronic Services issued to the Client or at the Client’s instruction; Professional Client means a Client meeting the criteria set by Section 67 (2) and (6) WpHG that posse sses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that i t incurs; Research has the meaning set out in paragraph 6 of Schedule B;
Sample 1
Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Borrower becomes a wholly owned Subsidiary of any Parent; provided that (i) all of the Subsidiaries of the Borrower immediately prior to such transaction (other than any Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Subsidiaries of the Borrower immediately after such transaction and (ii) the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Equity Interests of the Borrower immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Equity Interests of any Parent in substantially the same proportion immediately after such transaction.
Sample 1
Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a Wholly Owned Subsidiary of any Parent; provided that (i) all of the Restricted Subsidiaries of the Company immediately prior to such transaction (other than any Restricted Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Restricted Subsidiaries of the Company immediately after such transaction and (ii) the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of any Parent in substantially the same proportion immediately after such transaction.
Sample 1

Related to Parent Transaction

  • Co-Investment Transaction means any transaction in which a Regulated Fund (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.

  • 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;

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

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

  • 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.