Intercompany transaction definition12/4/2023 ![]() ![]() Termination Transaction has the meaning set forth in Section 11.2.B hereof. Such term does not include:Ĭlosing Transactions has the meaning set forth in Section 11.8(a)(i) 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. Sale Transaction has the meaning set forth in Section 3(a). Subsequent Acquisition Transaction has the meaning set out in Section 2.6 Īcquisition Transaction means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 15% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise). Reorganization Transaction means a merger, reorganization, consolidation, or similar transaction or a sale of all or substantially all of DST's assets other than any such sale which would result in a Related Party owning or acquiring more than fifty percent (50%) of the assets owned by DST immediately prior to the sale. Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.įormation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation. ![]() Reorganization Transactions shall have the meaning set forth in the Recitals. Section 1.1502-13.Īcquisition Transactions means the transactions contemplated by the Acquisition Agreement. ![]() Related to Intercompany Distribution Transactionsĭistribution Transaction means any transaction by which a Subsidiary of the Company ceases to be a Subsidiary of the Company by reason of the distribution of such Subsidiary’s equity securities 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.ĭeferred Intercompany Transaction has the meaning set forth in Treas. ![]()
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