Transaction Claims definition

Transaction Claims shall have the meaning set forth in Section 8.3(d).
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Transaction Claims has the meaning set forth in Section 11.6.
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Transaction Claims means any and all claims, litigation and Proceedings (as defined in the Alliance Agreement) arising out of or relating to the transactions contemplated by the Alliance Agreement (including, without limitation, claims, litigation and Proceedings arising out of or relating to Third Party Rights).
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Examples of Transaction Claims in a sentence

  • Without limiting the foregoing, the Debtor and the Debtor’s Representative expressly reserve the right to object to Fundamental Transaction Claims and/or Warrant Claims on any basis, assert that the value of such Claims (if any) is zero, seek the Disallowance of such Claims, seek to subordinate such Claims under section 510 of the Bankruptcy Code and/or seek to classify such Claims as equity securities in Class 5.

  • The Warrant Transaction Claims are not MootViewing the transactions separately, defendants assert that the claims regarding the Warrant Transaction are moot because Abbott never exercised the Warrant, which ACT repurchased in 2016.

  • Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Transaction Claims arising out of or relating to this Agreement.

  • Any and all claims, disputes or controversies in any way relating to the subject matter of this Agreement or a Transaction ("Claims") will be resolved exclusively through binding arbitration pursuant to this Agreement and the Federal Arbitration Act.

  • The Complaint Plausibly Pleads Prohibited Transaction Claims Under ERISA.

  • For purposes of calculating the Liabilities associated with the Transaction Claims, all Liabilities of the Company and the Buyer (including legal fees) will be aggregated and the Company will indemnify the Buyer Indemnified Parties (as defined below) for all Liabilities arising out of or relating to Transaction Claims on the same basis as Buyer above indemnifies the Company Indemnified Parties, except that the percentage shall be 40 and not 60.

  • Section 9.1. Proxy Statement; Stockholders’ Meeting; Certain Financial Statements 101 Section 9.2. Section 16 Matters 104 Section 9.3. Exclusivity; Alternative Proposals 104 Section 9.4. Certain Director and Officer Matters 111 Section 9.5. Employee Matters 113 Section 9.6. State Takeover Laws 114 Section 9.7. Transaction Litigation 114 Section 9.8. Directors of Topco 115 Section 9.9. Indemnification of Polaris and Polaris Designees for Transaction Claims 115 Section 9.10.

  • Any proceeds remaining in the Hatten Transaction Claims Recoveries Reserve after all Distributions contemplated by the Adversary Proceeding Settlement have been made shall be transferred to the Distribution Reserve.

  • The Parties hereto unconditionally and irrevocably consent to the jurisdiction of any such court over any Transaction Claims and waive any objection which such Party may have to the laying of venue of any Transaction Claims in any such court.

  • The Company shall not settle any Transaction Claims unless the settlement contains a full and unconditional release of the Company, its Subsidiaries, Parent, Merger Sub and their respective Affiliates and the Representatives of each of the foregoing in form and substance reasonably satisfactory to Parent (which such satisfaction shall not be unreasonably withheld, delayed or conditioned).


More Definitions of Transaction Claims

Transaction Claims has the meaning set forth in (S)11(p)(i) below.
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Related to Transaction Claims

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Rejection Claim means a Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Intercompany Claim means any Claim held by a Debtor against another Debtor.

  • 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.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • 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.

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

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

  • DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Excluded Transactions means:

  • 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.

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Cure Claim means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

  • Settlement Claim means a claim for settlement benefits made under the terms of this Settlement Agreement.

  • First Lien Claims means, collectively, Claims against the Debtors arising under the Prepetition Term Loan Agreement.

  • Pre-Release Transaction shall have the meaning set forth in Section 5.10.

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

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

  • Transaction Proposals has the meaning set forth in Section 5.8.