Total Transaction definition

Total Transaction. Size: $750 million in gross proceeds from the Offerings (or $862.5 million if the underwriters’ option to purchase additional shares of Common Stock and the underwriters’ over-allotment option to purchase additional Notes (as defined below) are both exercised in full). The Common Stock Offering and the Convertible Notes Offering are not cross-conditional.
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Total Transaction has the meaning set forth in Section 4.1(w);
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Total Transaction means the proposed transaction pursuant to which the Company will sell to Total S.A., following the consummation of the Acquisition, certain African assets and liabilities of the Acquired Business for $8,800,000,000.
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Examples of Total Transaction in a sentence

  • Notwithstanding the above provisions of this Section 8, the Company may not issue any shares of Common Stock upon exercise of this Warrant until the Company’s shareholders approve (without the vote of any shares acquired in this transaction and related transactions) the issuance of the Total Transaction Shares as defined in Section 4(l) of the Securities Purchase Agreement.

  • Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Total Transaction Value.

  • Member’s Gain on Equity shall be measured by using Total Transaction value to determine the new equity value of the Company less the book value immediately prior to the Transaction and less any costs directly related to the Transaction.

  • Majority Shareholder Purchasing Remaining Shares Implied Implied Total Transaction Transaction Premium (%) Date Transaction Equity Percent Enterprise 1 Day Prior to 5 Days Prior to 30 Days Prior to Announced Target Primary Industry Acquiror Value Value Repurchased Value Announcement Announcement Announcement 03/25/09 Hearst-Argyle Television Inc.

  • Notwithstanding the above provisions of this Section 8, the number of shares of Common Stock issuable upon exercise of this Warrant shall in no event be increased to an amount such that the Total Transaction Shares shall be equal to or greater than 5,500,000 shares, until the holders of Common Stock approve the issuance of the Total Transaction Shares.

  • N2K shall provide AOL with the following categories of information arising from AOL Purchaser activity in the N2K Areas on a monthly basis: (i) Summary Sales Information by Day (Date, Number of Items, Number of Orders, Total Transaction Revenues); and (ii) Detailed Sales Information (Order Date/Timestamp (with timestamp subject to technical feasibility), User name, SKU or Product Description) (the "User Information").

  • Payment of the Total Transaction Consideration shall be made in the manner described in this Section 1.3.

  • Purchaser currently has, and will have on the Closing Date, the financial resources to satisfy the payment in cash of the Total Transaction Consideration.

  • The amount of the Equity Spreads are included within the Total Transaction Consideration and nothing in this Agreement shall be interpreted to require Parent to make an additional payment to the holders of SARs and/or Options.

  • The Proxy fails to disclose the Total Transaction Value/LTM EBITDA multiples for each of the comparable precedent transactions selected by RBC in its analysis.


More Definitions of Total Transaction

Total Transaction means the sale of 35,384,615 shares of Tellurian Stock to Total pursuant to that certain Common Stock Purchase Agreement, dated December 19, 2016, between Tellurian and Total (the “Common SPA”), and any other transactions contemplated thereby.”
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Total Transaction. Consideration” Section 8.3 “Transactions” Recitals “Triggered Loans” Section 3.5(a) “Warrant Cancellation Expense” Section 1.7(b) “Warrants” Section 1.7(b) LIST OF EXHIBITS Exhibit A List of Persons Executing Voting Agreements Exhibit B Form of Deposit Escrow Agreement Exhibit C Form of Amendment and Restatement of Company Operating Partnership Agreement Exhibit D Company Charter Amendment Exhibit E-1 Form of Tax Opinion Exhibit E-2 Form of Corporate Legal Opinion Exhibit F Side Letter to Cinema Reserve Agreement Exhibit G Terms of Bridge JV Financing AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2003 (this “Agreement”), by and between Prime Retail, Inc., a Maryland corporation (the “Company”), and Prime Outlets Acquisition Company, LLC, a Delaware limited liability company (“Buyer”).
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Related to Total Transaction

  • Capital Transaction means any transaction not in the ordinary course of business which results in the Company’s receipt of cash or other consideration other than Capital Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds.

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Fundamental Transaction means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • 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.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Total Transfer Amount For any Distribution Date and for any Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group.

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Financial Transaction means purchase, redemption, exchange or any other transaction involving the movement of Shares initiated by an End-User.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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.

  • Total Transfer Capability or “TTC” shall mean the amount of electric power that can be moved or transferred reliably from one area to another area of the interconnected Transmission Systems by way of all transmission lines (or paths) between those areas under specified system conditions.

  • 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.

  • Supplemental Transfer Date For any Supplemental Transfer Agreement, the date the related Supplemental Mortgage Loans are transferred to the Trust Fund pursuant to the related Supplemental Transfer Agreement.

  • Control Transaction means any of the following transactions or any combination thereof:

  • 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.

  • 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.

  • 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:

  • 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.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

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