Parent Transaction definition

Parent Transaction shall have the meaning set forth in Section 5.14(a).
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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

  • Any notice provided for or required by this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below or to such other address as a Party may designate in writing to the other Party: If to the Company or Parent: Transaction Network Services, Inc.

  • 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.

  • 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.

  • The parties hereto acknowledge that the Sponsors may have incurred Parent Transactions Expenses on behalf of Parent (whether at, prior to or after its formation), that such amounts shall be treated as Parent Transaction Expenses and that Parent shall directly or indirectly reimburse the Sponsors for any such Parent Transaction Expenses.

  • Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

  • Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions.

  • If any litigation or claim meets the definition of both Company Transaction Litigation and Parent Transaction Litigation, it shall be treated as Parent Transaction Litigation, unless such litigation or claim against Parent and/or its directors or officers is only with respect to aiding and abetting or similar theories, in which case such litigation or claim shall be treated as Company Transaction Litigation.

  • The Closing Date Parent Balance Sheet shall be prepared in accordance with GAAP (and will set forth an itemized calculation of the Closing Date Parent Transaction Expense Amount in the notes thereto).

  • We can say that the ECTS system finds itself in a transition period between the workload allocated to curricula and “output based ECTS credits” which define the ECTS credit as “a quantified means of expressing the volume of learning based on the workload learners need in order to achieve the expected outcomes of a learning process at a specified level” as described in the ECTS Key Features, 2008 and the ECTS User’s Guide, 2008 – both published by the European Commission.

  • Purchaser Parent is solely responsible for the fees and expenses of Citigroup Global Markets Limited, X.X. Xxxxxx Securities plc and Xxxxxxxxx & Co., which shall be a Purchaser Parent Transaction Expense hereunder.


More Definitions of Parent Transaction

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 (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 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;
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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.
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Parent Transaction means any of the following occurring after the date of this Agreement: (1) the sale, transfer, conveyance or other disposition, other than by way of merger of consolidation, in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries taken as a whole to any “person,” as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act; (2) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that any “person,” as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the Common Stock outstanding immediately following such transaction; provided that any shares of Common Stock acquired in open market transactions on or after the date hereof by Xxxxxxx Xxxxxxx, Xx., any Related Person or any employee benefit plan of Parent or any Subsidiary of Parent, or any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan (each such person an “Excluded Person”) shall be deemed, for purposes of determining whether any Excluded Person or Excluded Persons have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding Common Stock, not to be beneficially owned by such Excluded Person or Excluded Persons; (3) an acquisition of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares of Common Stock beneficially owned by Xxxxxxx Xxxxxxx, Xx. or any Related Person to more than fifty percent (50%) of the Common Stock then outstanding; or (4) the consolidation of Parent with, or the merger of Parent into, a person, or the consolidation of any person with, or merger of any person into, Parent, in any such event pursuant to a transaction in which any of the outstanding Common Stock is converted into or exchanged for cash, securities or other property, other than any such transaction in which the Common Stock outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (as defined below) of the surviving or transferee person constituting at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Voting Stock of su...
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.
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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.

  • 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.

  • 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;

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

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • 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).

  • 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).

  • 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.

  • 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.

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

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

  • 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.

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

  • 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.

  • 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 Warrant Transaction means any call option, warrant or right to purchase (or substantially equivalent derivative transaction) on the Company’s or a Parent Company’s common equity sold by the Company or a Parent Company substantially concurrently with a related Permitted Bond Hedge Transaction.

  • 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.

  • 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.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • 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.

  • 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:

  • Business Combination Transaction means:

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