Redemption and Exchange Transaction definition

Redemption and Exchange Transaction means (a) any “Redemption and Exchange Transaction” as defined in the Ares Owners Partnership Agreement and (b) any other similar transaction as defined in any agreement with any Ares Entity Party or Affiliate thereof.
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Redemption and Exchange Transaction shall have the meaning assigned to such term in the Preamble hereof.
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Examples of Redemption and Exchange Transaction in a sentence

  • In connection with the execution of any amendment, modification, supplement, termination or waiver, the Collateral Agent shall receive an opinion of counsel satisfactory to it to the effect that such action is authorized or permitted by the Redemption and Exchange Transaction Documents.

  • No Collateral having a value individually or collectively in excess of $250,000 is in the possession or control of any Person (other than a Pledgor) asserting any claim thereto or security interest therein, except that the Collateral Agent or its designee may have possession and/or control of Collateral as contemplated hereby and by the other Redemption and Exchange Transaction Documents.

  • The Company represents and warrants that it has not provided any Investor with any material non-public information except for the terms of the Redemption and Exchange Transaction, which terms shall be disclosed by the Company in a Current Report on Form 8-K (with this Letter and all the exhibits hereto) to be filed with the SEC on or prior to 8:30 a.m., New York time, on April 16, 2007.

  • The parties hereby agree to negotiate in good faith and use their reasonable best efforts to finalize the documentation required for the Redemption and Exchange Transaction consistent with the terms herein following the execution and delivery of this Commitment Letter and to close the transaction not later than April 27, 2007 (the “Closing Date”).

  • The parties agree to act in good faith to close the Redemption and Exchange Transaction in accordance with the timing provisions of Section 2, but in any event not later than the date in the preceding sentence.

  • The respective agreements of the Investors to consummate the Redemption and Exchange Transaction are subject to satisfaction of the conditions precedent set forth in Annex I.

  • The parties hereto may terminate this Letter prior to the closing of the Redemption and Exchange Transaction as follows: (i) by mutual written consent, or (ii) any party not in breach of its obligations under this Letter may terminate this Letter by written notice to the other parties hereto if the Redemption and Exchange Transaction shall not have occurred on or before May 31, 2007.

  • The Company shall pay, or reimburse the Investors on demand for, all reasonable out-of-pocket costs and expenses incurred by the Investors in connection with the Redemption and Exchange Transaction and the negotiation, execution and delivery of this Letter and the Redemption and Exchange Transaction Agreements, including, without limitation, fees and expenses of each Investor’s counsel, regardless of whether any of the transactions contemplated hereby is consummated.

Related to Redemption and Exchange Transaction

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Redemption and Paying Agent Agreement means, with respect to any Series, the Redemption and Paying Agent Agreement or other similarly titled agreement by and among the Redemption and Paying Agent for such Series and the Fund with respect to such Series.

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

  • Like-Kind Exchange means the exchange of a Replacement Vehicle for a Leased Vehicle in a manner so as to defer the recognition of taxable gain upon the disposition of such Leased Vehicle in accordance with and pursuant to Section 1031 of the Internal Revenue Code, as amended.

  • 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.

  • Voting and Exchange Trust Agreement means an agreement to be made between Coors, Exchangeco and the Trustee in connection with the Plan of Arrangement substantially in the form and content of Exhibit E to the Combination Agreement, with such changes thereto as the parties to the Combination Agreement, acting reasonably, may agree.

  • Redemption and Paying Agent means, with respect to any Series, State Street Bank and Trust Company and its successors or any other redemption and paying agent appointed by the Fund with respect to such Series.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Tax Redemption The meaning specified in Section 9.3(a) hereof.

  • Tax Redemption Date shall have the meaning specified in Section 16.02(a).

  • Securities Purchase has the meaning set forth in the recitals in this Agreement. “Seller” has the meaning set forth in the introductory paragraph to this Agreement.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Redemption Agreement has the meaning set forth in the Recitals.

  • Redemption Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 5.1 hereof.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • 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.

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

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

  • Series A Redemption Date has the meaning set forth in Section 16.6.

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

  • Redemption Event has the meaning set forth in Section 3.4.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):

  • Public purchase means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.