Permitted Securities Transaction definition

Permitted Securities Transaction means any merger, consolidation or other business combination to which the Company is a party or any decision whether to approve a tender or exchange offer for all of the Company's Equity Securities, in any case if all consideration involved in such transaction is cash and/ or shares of a registered, freely tradeable, listed common equity security for which there was an aggregate public market capitalization equal to at least the greater of $5 billion or the market capitalization of the Company's Equity Securities, in each case determined immediately prior to the approval of such transaction by the Board of Directors of the Company.
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Permitted Securities Transaction is defined in Section 4.02(b)(ii). B-36
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Permitted Securities Transaction means that the Warrant Shares subject to an Exercise Notice may then be resold pursuant (A) an effective and available registration statement, (B) Rule 144 if the Holder indicates on the applicable Exercise Notice that the shares of Common Stock issuable in connection with such Exercise Notice are being resold either (x) prior to, (y) contemporaneously with, or (z) within ten (10) Trading Days after, as applicable, the date of the applicable Exercise Notice by the Holder, or (C) Rule 144 without having to comply with the information requirements under Rule 144(c)(1).
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Examples of Permitted Securities Transaction in a sentence

  • If the Holder exercises this Warrant (other than by Cashless Exercise) at a time when either (I) the issuance of the Warrant Shares subject to the Exercise Notice is not registered under the 1933 Act on an effective and available registration statement or (II) the Holder may not sell the such Warrant Shares pursuant to a Permitted Securities Transaction, then any certificate representing such Warrant Shares may contain a restrictive legend.

  • Each Purchaser acknowledges and agrees that the Shares remain “restricted securities” as such term is defined in Rule 144 notwithstanding removal of the legend set forth above until such Shares are sold or transferred in a Permitted Securities Transaction.

  • If the Holder exercises this Warrant at a time when either (I) the issuance of the Warrant Shares or resale of the Warrant Shares by the Holder subject to the Exercise Notice is not registered under the 1933 Act on an effective and available registration statement or (II) the Holder may not sell the such Warrant Shares pursuant to a Permitted Securities Transaction, then any certificate representing such Warrant Shares may contain a restrictive legend.

  • Each Buyer acknowledges and agrees that the Securities remain “restricted securities” as such term is defined in Rule 144 notwithstanding removal of the legend set forth above until such Securities are sold or transferred in a Permitted Securities Transaction.


More Definitions of Permitted Securities Transaction

Permitted Securities Transaction means any of (a) a Restricted Payment by the Borrower to its shareholders of all or any portion of the Equity Interests of New Holdco owned by the Borrower and made in compliance with Section 8.06(e), (b) an initial public offering of Equity Interests of New Holdco, (c) a secondary public offering of Equity Interests of New Holdco, (d) the Disposition for fair market value by the Borrower of any of its Equity Interests of New Holdco (other than pursuant to a Restricted Payment described in subpart (a) of this definition), so long as in the case of any transaction or combination of transactions permitted by subparts (b), (c) and/or (d) of this definition, the prepayment of the Term Loan required by Section 2.06(d)(vi) is made within the time provided after the occurrence of such Permitted Securities Transaction.
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Permitted Securities Transaction has the meaning specified in Section 3.2(a).
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Permitted Securities Transaction means a transfer of Shares by a Purchaser pursuant to (i) an effective and available registration statement filed under the Securities Act, (ii) Rule 144 if the transaction satisfies the requirements of such rule and such Purchaser represents to the Company that such Shares are being resold by such Purchaser either (x) prior to, (y) contemporaneously with, or (z) within ten Trading Days after, as applicable, such representation, or (iii) Rule 144 if the transaction satisfies the requirements of such rule without having to comply with the information requirements under Rule 144(c)(1).
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Related to Permitted Securities Transaction

  • Securities Transaction means a purchase of or sale of Securities.

  • Personal Securities Transaction means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

  • Permitted Securities means any of the following:

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Personal Securities Transactions means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

  • Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

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

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Permitted Receivables Transaction means any transaction or series of transactions entered into by the Company or any of its Subsidiaries in order to monetize or otherwise finance a pool (which may be fixed or revolving) of receivables, leases or other financial assets (including, without limitation, financing contracts) or other transactions evidenced by receivables purchase agreements, including, without limitation, factoring agreements and other similar agreements pursuant to which receivables, leases, other financial assets, and any assets related thereto, are sold at a discount (in each case whether now existing or arising in the future), and which may include a grant of a security interest in any such receivables, leases, other financial assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such receivables, leases, or other financial assets, all contracts and all guarantees or other obligations in respect thereof, proceeds thereof and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving receivables, leases, or other financial assets or other transactions evidenced by receivables purchase agreements, including, without limitation, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount.

  • Receivables Transaction any transactions or series of related transactions providing for the financing of Receivables of the Borrower or any of its Subsidiaries.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Asset-Backed Securities means securities which:

  • Permitted Security means any Security:

  • Receivables Transaction Attributed Indebtedness means the amount of obligations outstanding under the legal documents entered into as part of any Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

  • Related Securities means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

  • Exempted Securities means:

  • Permitted Securitization Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

  • NIMS Transaction As defined in the tenth Recital to this Agreement.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • 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.”

  • Securities Transfer Act means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

  • Securities Trading Act means the Securities Trading Act of 2007 no.75 of the Relevant Jurisdiction.

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;