Tender Offer Transactions definition

Tender Offer Transactions means (a) the consummation of the Tender Offer pursuant to which the Borrower shall purchase all of the Holding Company Convertible Notes that are tendered thereunder and (b) the dividend, distribution or transfer by the Borrower to the Holding Company of the Holding Company Convertible Notes tendered to and purchased by the Borrower pursuant to the Tender Offer for immediate retirement or cancellation by the Holding Company.
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Tender Offer Transactions means the purchase by Parent of up to $250,000,000.00 in value of shares of its common stock, par value $0.01 per share, on the terms set forth in the Offer to Purchase and the related Letter of Transmittal, as filed with the SEC on Schedule TO, dated February 15, 2012.
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Tender Offer Transactions means (i) the disbursement of the Loan and (ii) the Settlement of the Tender Offer.
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Examples of Tender Offer Transactions in a sentence

  • The Borrower and its Subsidiaries on a consolidated basis will be Solvent both immediately prior and immediately after giving effect to the Tender Offer Transactions.

  • Except as set forth on Schedule 6.7, there is no litigation, arbitration, action, suit, investigation, claim or proceeding pending, or to the actual knowledge of the Borrower threatened, in respect of it or any of its Subsidiaries: (a) that involve any Credit Document or the Tender Offer Transactions or (b) which if adversely determined could reasonably be expected to have a Material Adverse Effect.

  • In addition, the Purchaser and the Parent, jointly and severally, agree to reimburse PaineWebber and its affiliates, promptly upon request, for all reasonable out-of-pocket expenses, including (without limiting the foregoing) the fees, costs and expenses of PaineWebber's legal counsel, incurred in connection with the Tender Offer Transactions.

  • Further, Plaintiffs contend that Holdings is insolvent or in the vicinity of insolvency and following the Tender Offer Transactions, Holdings will likely be unable to respond in damages to compensate Plaintiffs for the loss in value of their Notes.

  • Notwithstanding the foregoing, in no event shall the aggregate amount contributed by the Indemnified Persons taking into account the contribution of Purchaser and Parent as described above exceed the amount of fees actually paid to PaineWebber by Purchaser and Parent pursuant to this Agreement in connection with the Tender Offer Transactions.

  • The Purchaser and the Parent hereby ----------------------------- appoint PaineWebber on an exclusive basis to act as financial advisor with respect to the Tender Offer Transactions and as sole dealer manager for the Tender Offer, and hereby authorize PaineWebber to act as such in connection therewith.

  • A number of suttas from the Saṇyuttanikàya will also be studied, including some from the section of that nikàya devoted to suttas on the topic of vedanà, the Vedanàsaṇyutta.

  • Plaintiffs allege that the Tender Offer Transactions violate numerous provisions of the Indentures governing their Notes.

  • In addition, the Purchaser and the Parent, jointly and severally, agree to reimburse PaineWebber and its affiliates, promptly upon request, for all out-of-pocket expenses, including (without limiting the foregoing) the fees, costs and expenses of PaineWebber's legal counsel, incurred in connection with the Tender Offer Transactions.

  • Without determining solvency or insolvency, it is clear that Defendants need the financing that will be provided for in the Tender Offer Transactions.


More Definitions of Tender Offer Transactions

Tender Offer Transactions means the redemption of shares of Common Stock in the Tender Offer and the issuance of any shares Series A Convertible Preferred Stock to the Onex Shareholders following the consummation thereof pursuant to Section 4.2 of the Stock Purchase Agreement.
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Tender Offer Transactions means the transactions contemplated by the Tender Offer Agreement as in effect on the date hereof, including (x) the advance to GFI by BGCP in an amount not to exceed $10,000,000 for purposes of paying costs, fees and expenses incurred by GFI in connection with the Tender Offer Agreement and the transactions contemplated thereby pursuant to Section 5.14 of the Tender Offer Agreement, (y) GFI and its Subsidiaries becoming party to certain administrative services agreements with BGCP and/or its Affiliates pursuant to Section 5.15 of the Tender Offer Agreement and (z) the reimbursement by GFI of payments made by BGCP and/or its Affiliates to employees of GFI in the form of equity awards and/or forgivable loans pursuant to Section 5.18 of the Tender Offer Agreement.
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Related to Tender Offer Transactions

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

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

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • 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.

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

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

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

  • 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.

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

  • 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.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Business Combination Transaction means:

  • 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.

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

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

  • 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:

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

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

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

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

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

  • 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.”

  • 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.

  • 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.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.