Termination Transactions definition

Termination Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) if effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).
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Examples of Termination Transactions in a sentence

  • The indemnity and other obligations of the Company set forth in this Agreement are expressly made subject to Xxxxx'x compliance with his obligations hereunder and shall be effective only insofar as Xxxxx complies with such obligations and files his Tax Returns which, insofar as they pertain to or are affected by the Note Termination Transactions, are in form and substance reasonably acceptable to the Company, and any failure by Xxxxx in that regard will relieve the Company of its obligations hereunder.

  • It shall be Xxxxx'x primary responsibility to complete his Tax Returns required to be so filed, but the Company will consult with and advise Xxxxx with respect to those portions of his Tax Returns which are impacted by the Note Termination Transactions.

  • It shall be Allen's primary responsibility to complete his Tax Returns required to be so filed, but the Company will consult with and advise Allen with respect to those portions of his Tax Returns which are impacted by the Note Termination Transactions.

  • In connection with, and in consideration for, the Prepayment Agreement Termination Transactions, the Term Loan B Lender hereby makes the Term B Loan in the aggregate principal amount of $50,000,000 to the Borrowers on the terms and conditions set forth in this Credit Agreement by converting the obligations (including the delivery obligations) owing to it by GOM Operations under the Prepayment Agreement into its Term B Loan.

  • From the date of completion of the acquisition of Pacific Choice Group on the Acquisition Completion Date until the completion of the part of the Termination Transactions with TMDC (as defined in note 3(vi) below) relating to the transfer of the production machineries on 28 February 2013, the transfer of ownership of those machineries had not been taken place and all certificates of the Tranche 1 Bonds were held under escrow until their derecognition on 28 February 2013 and 19 June 2013.

  • As a result of the completion of the part of the Termination Transactions with TMDC, the Group cancelled the part of Tranche 1 Bonds issued to TMDC with the principal amount of HK$187,200,000, and a resulting gain of HK$167,218,000 representing the carrying amount at amortised cost on 28 February 2013 was recognised in the current year profit or loss.

  • Termination Transactions X Expectation: Measurement Period: Plan Year 2022 834 transactions will begin with Covered California will receive termination 834 transactions within ten days of the grace period expiration 95% of the Covered California – 2017 - 20221 QDP Issuer Contract Attachment 14-8 Group 2: Operational Performance Standards 25305% of Total Performance Penalty at Risk Performance Standard Individual Small Business Performance Standards renewals.

  • Updated Premium Instructions Address Two-Step Spinoff and Termination Transactions The Office of the Advocate received an inquiry regarding the use of a two-step “reverse spinoff” transaction to avoid paying a significant portion of the statutory variable rate premium (VRP).14 After bringing the issue to PBGC’s General Counsel’s attention, the agency subsequently addressed the issue in its informal staff guidance and updated its premium filing instructions to clarify VRP exemptions.

  • If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Termination Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

  • Allen shall prepare and file on or before the due date therefor (taking into account properly and timely granted extensions), all Tax Returns required to be filed by him with respect to all tax periods affected by the Note Termination Transactions.

Related to Termination Transactions

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

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

  • 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.

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

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

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

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

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

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

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

  • Business Combination Transaction means:

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

  • 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.

  • 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.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • 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.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • 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.

  • 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.

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

  • 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.

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

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

  • Excluded Transactions means:

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

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