Reference Transaction definition

Reference Transaction means a hypothetical credit derivative transaction:
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Reference Transaction means a hypothetical credit derivative transaction (a) for which the Deliverable Obligation Terms and the Reference Obligation are (i) the same as the terms applicable for determining Valuation Obligations (the "Valuation Obligation Terms") and the Reference Obligation specified in respect of the Notes or (ii) if and to the extent Valuation Obligation Terms and/or the Reference Obligation are not specified, the Deliverable Obligation Terms and Reference Obligation determined by the Calculation Agent in a commercially reasonable manner to be appropriate in respect of a credit derivative transaction linked to the relevant Reference Entity, (b) with a scheduled termination date matching the Scheduled Maturity Date of the Notes and (c) otherwise having such other characteristics as the Calculation Agent may in its sole discretion determine appropriate by reference to, without limitation, the Issuer's hedging arrangements and/or any credit derivative elections made in relation to the Notes.
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Reference Transaction has the meaning set forth in Section 6.8 (d)(ii).
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Examples of Reference Transaction in a sentence

  • Sample Digital Reference Transaction Record.M. Sample Digital Reference Data Collection Worksheet – Compilation.

  • Reference Transaction: These Notes relates to a notional “ReferenceTransaction” between the Issuer and one or more counterparties or investors relating to the same portfolio of Reference Issuers.

  • Sample Digital Reference Transaction Record.R. Log Analysis – User's Browser / User's Platform.

  • Any such determination by the Holders shall be subject to any limitations to which all holders of Class A Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Class A Common Stock.

  • The Reference Transaction is described herein for purposes of reference only and the Issuer makes no representation that the terms of the Reference Transaction relate to any actual transaction between UBS AG and investors.

  • Do not also count under "Free" If you are recording the specific source used for each question, record this detailed information on the Digital Reference Transaction Form.

  • Sample Digital Reference Transaction Record.O. Sources Used Per Question.

  • Incorporation of Certain Documents by Reference Transaction Systems Architects, Inc.

  • Sample Digital Reference Transaction Record.Q. Log Analysis – Usage by Day of the Week / Usage by Time of the Day.

  • The Reference Transaction is described herein for purposes of reference only and the Issuer makes no representation that the terms of the Reference Transaction relate to any actual transaction between UBS AG and investors.Part 2: Credit Event Definitions: Credit Event means one or more of the Credit Events specified as applicable.


More Definitions of Reference Transaction

Reference Transaction has the meaning set forth in Section 6.8 (d)(ii). “Reference Working Capital” has the meaning set forth in Exhibit A. “Regulatory Approvals” means the Antitrust Approvals, the Fincos Approvals and the Licensed Entities Approvals, and any of them a “Regulatory Approval”. “Related Party Agreements” has the meaning set forth in Section 4.15. “Relevant Date” has the meaning set forth in Section 1.3(c). “Relevant UK Pensions Step” has the meaning set forth in Section 8.8(b). “Relief” includes any relief, loss, allowance, exemption, set‑off, deduction or credit in computing or against profits or Tax or any right to the repayment of Tax. “Reorganization Transactions” has the meaning set forth in Section 6.4(a)(ii). “Representative Member” has the meaning set forth in Section 8.3(c).
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Reference Transaction means any transfer of a Share, B Preference Share or (following the redemption in full of all the B Preference Shares) A Ordinary Share or Warrant to the relevant Drag-Along Purchaser, Tag-Along Purchaser or Mandatory Purchaser (or any concert parties or affiliates) in the twelve (12) month period preceding the date of the notice triggering the relevant Drag-Along Sale, Tag-Along Sale or Mandatory Offer process, as applicable.The fair market value of any non-cash consideration included in the Look-Through Consideration per Share will be determined in accordance with these fair market value procedures below.Price for SunCo Securities: The consideration to be paid to the holder thereof for each SunCo Security in a Drag-Along Sale, Tag-Along Sale or Mandatory Offer will be an amount in cash equal to the amount that would have been received by the holder of such SunCo Security following a sale of all of SunCo’s TopCo Shares at the Drag Price, Tag Price, or Mandatory Offer Price, as applicable.Fair Market Value Procedures: If any Dragged Shareholder so requests, if there is a Drag-Fair Market Value Event, or if there is a Fair Market Value Event and any Tagging Shareholder or shareholder to whom a Mandatory Offer is extended so requests, in case of a Tag-Along Sale or a Mandatory Offer, a fair market value procedure would apply as set out in the Composite Governance Documents. If the fair market value so determined for a TopCo Share that is a Dragged Security, Tagging Security or Mandatory Offer Security is higher than its Drag-Along Reference Price, Tag-Along Reference Price or Mandatory Offer Reference Price, as applicable, the Drag Price, Tag Price or Mandatory Offer Price as applicable for the Drag-Along Sale, Tag-Along Sale or Mandatory Offer procedure will be equal to the fair market value of a TopCo Share as so determined.The value of any non-cash consideration paid in any Reference Transaction will also be determined in accordance with the same fair market value procedures.For purposes of the Drag-Along provisions described above:A “Drag Fair Market Value Event” occurs, in connection with a Drag-Along Sales, (i) if the Drag-Along Purchaser is KKR, Highbridge or Sankaty (or any of their concert parties or affiliates or related funds), or (ii) the number of Shares transferred in the Drag-Along Sale or any Reference Transaction for the Drag Along Sale that is a bona fide arms’ length transaction or part of a series of related transactions involving a trans...
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Related to Reference Transaction

  • Public-finance transaction means a secured transaction in connection with which:

  • 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.

  • 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:

  • 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.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

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

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • 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.

  • 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.”

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

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

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • 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.

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

  • 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.

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • 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.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Excluded Transactions means:

  • Reportable Transaction means any transaction listed in Treasury Regulation Section 1.6011-4(b).

  • 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.

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

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

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