Secondary Transactions definition

Secondary Transactions means the transactions described on Schedule 1.1G hereto, as long as at all times that such transactions are being consummated, Availability is at least $65,000,000.
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Examples of Secondary Transactions in a sentence

  • You agree and acknowledge that any Subsequent Acquirer of the Token and the related rights, i.e. the Subsequent Acquirer, shall pay the Seller 5% (“Secondary Transaction Share”) of the purchase price for all Secondary Transactions in the manner as set out in the Website.

  • The LMDP program of real estate association development, with the participation of specialists from the IRPF and APLR’s Secondary Transactions Sector, should begin with basic assistance in such areas as: mission definition, leadership development and mobilization and consensus building.

  • Invest Europe's Fund Secondary Transactions course aims to help private equity and venture capital investors and fund managers be better acquainted with the secondary private equity market, its development and its participants, and the process and legal documentation of a secondary transaction from the perspective of the secondary buyer, the secondary seller, and General Partner.

  • Information about total fees and the amount of Jefferies selling concession are included in the product’s prospectus or offering documents delivered to the client after the transaction, in accordance to the client’s selected method of delivery.▪ Secondary Transactions – For purchases, clients can be charged a mark-up of up to 2% of the underlying investment principal and a mark-down of up to 0.5% of the underlying investment principal for sales.

  • For the avoidance of doubt, Secondary Transactions do not include assignments (Capacity Assignment as per UNC TPD Section B6) nor EAFLEC decreases (Reduction of Enduring Annual NTS Exit (Flat) Capacity as per UNC TPD section B3.2).

  • Nothing in this Section 2.4 shall limit the Company’s obligation to register any of the Registrable Securities, including such Founder Shares, Placement Units, Placement Shares and Placement Warrants and Registrable Securities held by any Legacy PWP Stockholders, on the Shelf Registration Statement required pursuant to Section 2.1.1(a).142.5 Synthetic Secondary Transactions.

  • In the event that the Buyer Percentage becomes equal to the Step Two Buyer Percentage as a result only of Step Two Secondary Transactions and no Step Two Primary Issuance, Buyer shall, within 5 Business Days of Buyer achieving the Step Two Buyer Percentage, provide notice in writing to Issuer indicating the number of shares of Common Stock acquired by Buyer in such Step Two Secondary Transactions.

  • By buying or selling a Hot Wheels Collectible on the Hot Wheel Platform or any other platform, You agree to pay all applicable fees and, if applicable, You authorize Wax to automatically deduct fees (including any transaction fees as applicable) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions.

  • The Trust and the Guarantor jointly and severally agree with Goldman, Sachs & Co., with respect to the issuance of the Normal APEX: (a) To make no amendment or supplement to the Registration Statement, the Base Prospectus or the Prospectus during the Secondary Transactions Period which shall be disapproved by Goldman, Sachs & Co. promptly after reasonable notice thereof.

  • You agree that You are solely and exclusively responsible for determining which, if any, taxes apply to Your cryptocurrencies transactions on the Platform, via Third Party Vendors and/or Secondary Transactions.

Related to Secondary Transactions

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include any action described in the Separation Agreement or any Ancillary Agreement or that is undertaken pursuant to the Contribution or the Distribution.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • 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.

  • Company Transaction means the consummation of

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

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

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

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

  • Secondary Market Transaction has the meaning set forth in Section 5.5.

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

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

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

  • 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.

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Excluded Transactions means:

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

  • Business Combination Transaction means:

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.