Redomestication Transaction definition

Redomestication Transaction means a transaction that (i) is permitted pursuant to Section 6.10(a) and (b), (ii) effects a redomestication of Holdings or the Borrower in a Permitted Jurisdiction, and (iii) does not result in ownership of the voting shares of the surviving redomesticated company in such transaction that would constitute an Event of Default pursuant to Section 7.1(j) as a result of a corresponding change in share ownership of Holdings.
Sample 1Sample 2Sample 3
Redomestication Transaction means a Non-Surviving Transaction in which all of the property received upon such Non-Surviving Transaction by each holder of shares of Common Stock consists solely of securities, cash in lieu of fractional shares and other de minimis consideration, and the holders of the shares of Common Stock immediately prior to such Non-Surviving Transaction are the only holders of the equity securities of the Successor Company immediately after the consummation of such Non-Surviving Transaction.
Sample 1Sample 2Sample 3
Redomestication Transaction means a bona fide redomestication of the Parent Guarantor from a corporation incorporated under the Yukon Business Corporations Act to a corporation organized under the laws of the United States of America, any State of the United States or the District of Columbia; provided that such redomestication does not adversely affect the Collateral and would not be reasonably expected to have material adverse U.S. federal income tax consequences to a significant portion of the Lenders.
Sample 1Sample 2Sample 3

Examples of Redomestication Transaction in a sentence

  • None of the Shares beneficially owned by Shareholder are subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares (except as established hereby) in connection with the Redomestication Transaction or that would otherwise have the effect of preventing or disabling Shareholder from performing in any material respect any of its obligations under this Agreement.

  • So long as Warrants remain outstanding, the Company will not enter into any Redomestication Transaction unless the acquirer (a “Successor Company”) shall expressly assume by a supplemental agreement, executed and delivered to the Warrant Agent, in form reasonably satisfactory to the Warrant Agent, the due and punctual performance of every covenant of this Agreement on the part of the Company to be performed and observed and shall have provided for exercise rights in accordance with Section 5.1(g)(i).

  • This Agreement shall automatically terminate upon the earliest to occur of (i) the consummation of the Redomestication Transaction, (ii) a resolution by the Board of Directors of the Company not to proceed with the Redomestication Transaction and (iii) failure of the shareholders of the Company to vote to approve the Redomestication Transaction at a meeting of the shareholders held for such purpose.

  • The proxy granted by Shareholder pursuant to this Section 1.02 is irrevocable and is granted in consideration of the Company pursuing the Redomestication Transaction.

  • This Agreement shall terminate immediately upon the election of the Shareholder if (i) the Redomestication Transaction submitted for the consideration and vote of the shareholders of the Company contains terms materially different than the terms provided in the most recent Form S-4 Registration Statement for BrightSphere Investment Group Inc.

  • Upon the consummation of such Redomestication Transaction, the acquirer shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such acquirer had been named as the Company herein.

  • Audit is the systematic security review of the information related to an organisation and how well it conforms to a set of criteria [37].• Accountability: This is a measure of the amount of information an authorised customer is using during his/her session.

  • IDC and DWS shall use all reasonable efforts, and shall cooperate to have the Forms S-4 declared effective by the SEC prior to the Effective Time and to keep the Forms S-4 effective as long as is necessary to consummate the Redomestication Transaction and the Merger.

  • DWS will provide IDC with reasonable opportunity to review and comment upon all documents prepared by DWS in order to effectuate the Redomestication Transaction.

  • What do I do now?Please forward the resignation letter to the HR Talent Acquisition (TA) team in the Human Resources (HR) Department.


More Definitions of Redomestication Transaction

Redomestication Transaction means a Non-Surviving Transaction in which all of the property received upon such Non-Surviving Transaction by each holder of shares of Common Stock consists solely of securities and the holders of the shares of Common Stock immediately prior to such Non-Surviving Transaction are the only holders of the equity securities of the Surviving Person immediately after the consummation of such Non-Surviving Transaction.
Sample 1Sample 2Sample 3
Redomestication Transaction means the redomestication of DWS as DWS Delaware pursuant to Delaware Law Section 388 as provided herein.
Sample 1Sample 2
Redomestication Transaction means (a) the transfer of all of the assets of the Original Borrower to the Borrower in exchange for (i) the assumption by the Borrower of all of the liabilities of the Original Borrower (including, without limitation, all liabilities and Obligations of the Original Borrower to the Agent and the Banks under the Original Credit Agreement), (ii) the issuance by the Borrower to the Original Borrower of shares of beneficial interest of the Borrower, (iii) the distribution of the shares of beneficial interest of the Borrower to the holders of shares of beneficial interests of the Original Borrower according to their respective interests in complete liquidation of the Original Borrower; and (iv) the dissolution of the Original Borrower within thirty (30) days of the Effective Date, all pursuant to and in accordance with the Redomestication Agreement; (b) the transfer of all of the assets of the Maryland Corporation to the New High Yield Delaware Trust in exchange for (i) the assumption by the New High Yield Delaware Trust of all of the liabilities of the Maryland Corporation, (ii) the issuance by the New High Yield Delaware Trust to the Maryland Corporation of shares of beneficial interest of the New High Yield Delaware Trust, (iii) the distribution of the shares of beneficial interest of the New High Yield Delaware Trust to the holders of shares of beneficial interests of the Maryland Corporation according to their respective interests in complete liquidation of the Maryland Corporation; and (iv) the dissolution of the Maryland Corporation within thirty (30) days of the Effective Date, all pursuant to and in accordance with the Agreement and Plan of Redomestication by and among the Maryland Corporation, the New High Yield Delaware Trust and certain other Persons; and (c) the consummation of the Merger on the Effective Date.
Sample 1

Related to Redomestication Transaction

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

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

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

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

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

  • Business Combination Transaction means:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • 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.

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

  • 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.

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

  • 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.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • 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.

  • 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.

  • 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.

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

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • 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:

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Company Merger has the meaning specified in the Recitals hereto.

  • 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.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Significant Transaction means a transaction which meets any one of the tests below: