Qualifying Takeout Transaction definition

Qualifying Takeout Transaction means a Takeout Transaction pursuant to which the Aggregate Outstanding Advances are repaid in amount equal to or exceeding the lesser of (i) $[***] and (ii) [***]% of the Aggregate Outstanding Advances immediately prior to giving effect to such Takeout Transaction.
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Qualifying Takeout Transaction means a Takeout Transaction that results in a reduction of the Aggregate Outstanding Advances by an amount equal to [***].
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Qualifying Takeout Transaction means a Takeout Transaction that results in a reduction of the Aggregate Outstanding Revolving Advances by an amount equal to: (i) in the case of a Takeout Transaction with a tenor of 5 years or more, the lesser of (x) 50% of the Aggregate Outstanding Revolving Advances (prior to giving effect to such Takeout Transaction) and (y) $100,000,000, and (ii) in the case of a Takeout Transaction with a tenor of less than 5 years, the lesser of (x) 75% of the Aggregate Outstanding Revolving Advances (prior to giving effect to such Takeout Transaction) and (y) $150,000,000.
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More Definitions of Qualifying Takeout Transaction

Qualifying Takeout Transaction means a Takeout Transaction that results in a reduction of the Aggregate Outstanding Advances by an amount equal to [***]. “Qualifying Tax Credit Purchaser” means (i) a Tax Credit Purchaser the senior unsecured debt obligations or senior deposits of which are rated, or the long term insurer financial strength of which is rated at least (x) as of the date the related Tax Credit Sale Contract is entered into (or, if later, the date on which the related Tax Equity Fund is first included in the Borrowing Base), “BBB” (and, if rated less “A”, with a stable or positive outlook), in the case of S&P or Fitch or “Baa2” (and, if rated less “A2”, with a stable or positive outlook), in the case of Xxxxx’x and (y) at all other times, “BBB-” (and, if rated less “A”, with a stable or positive outlook), in the case of S&P or Fitch or “Baa3” (and, if rated less “A2”, with a stable or positive outlook), in the case of Xxxxx’x, (ii) a Tax Credit Purchaser whose obligations under the Tax Credit Sale Contract are fully and unconditionally guaranteed by a Person the senior unsecured debt obligations or senior deposits of which are rated, or the long term insurer financial strength of which is rated at least (x)
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Qualifying Takeout Transaction set forth in Exhibit A of the Credit Agreement is amended by deleting the reference to “[***]” therein and replacing it with “[***]”.
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Related to Qualifying Takeout Transaction

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

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

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • Package Transaction means a transaction involving two or more instruments:

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • 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:

  • Eligible Transaction means any transaction,—

  • 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.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Eligible Transactions means any retail transactions for the purchase of goods and/or services successfully charged to your Principal Credit Card and which are posted on UOB’s systems but excluding the Excluded Transactions (as defined below). For the avoidance of doubt, Eligible Transactions made in foreign currencies will be converted into Singapore dollars based on UOB’s then prevailing exchange rate applicable at the time of exchange. The transaction amount posted in your Principal Credit Card account will be used for the purposes of computing the Qualifying Spend amount for this Promotion.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • First Tier Covered Transactions refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Credit transaction means any transaction by the terms of which the repayment of money loaned or loan commitment made, or payment for goods, services, or properties sold or leased, is to be made at a future date or dates.

  • 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;

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

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