Original Transaction Sample Clauses

Original Transaction. The Original Transaction means the transaction described in the Original Plan Sponsor Agreement, pursuant to which the Holders of the QCP Claims (or the designee(s) of QCP) shall receive on the Effective Date, in full and final satisfaction, release, and discharge of, and in exchange for, their QCP Claims, 100% of the New Common Stock of Reorganized Debtor. The Debtor shall consummate the Original Transaction in accordance with its terms if the Alternative Plan Sponsor Agreement is terminated in accordance with its terms.
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Original Transaction. Prime, Casati, Heise, and certain Affiliates of the foregoing entered into the following agreements and completed the following transactions contemporaneously with the execution and delivery of date of the Original Tax Indemnity Agreement (items (i) through (iv) below are collectively referred to as the "Original Transaction"): (i) Prime entered into a certain Asset Purchase Agreement dated October 21, 1997, with Continental Offices Ltd. and Continental Offices Ltd. Realty, Affiliates of Casati and ▇▇▇▇▇ and purchased certain assets, including the contract to manage the Real Estate, on December 12, 1997. (ii) Prime entered into a certain Loan Purchase Agreement dated as of November 6, 1997, with GECC and Great Oaks and purchased the Junior Loan from GECC and Great Oaks on December 12, 1997.
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Original Transaction. Seller and Parent Guarantor hereby represent and warrant that both upon entry into the Original Transaction and after giving effect thereto and to the intended use of the proceeds thereof, the representations and warranties made by Seller and Parent Guarantor in Section 7 of the Existing Repurchase Agreement (other than the GS Asset Representations with respect to the Original Transaction) and by Parent Guarantor in the Parent Guaranty and elsewhere in each of the Transaction Documents, were true, correct and complete on and as of such time in all material respects (or, if any such representation or warranty was expressly stated in the Existing Repurchase Agreement to have been made as of a specific date, as of such specific date).
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Original Transaction. 1. On November 29, 2007, the Company entered into a Master Investment and Securities Purchase Agreement (as amended to date, the “Investment Agreement”) with ▇▇▇▇▇▇▇ Capital Ltd., a Cayman Islands company (“▇▇▇▇▇▇▇”), an Affiliate of Citadel Limited Partnership (“Citadel”). The Investment Agreement provided for, among other things, (i) the issuance to Citadel of $1,650,000,000 in aggregate principal amount of Springing Lien Notes, (ii) the exchange of approximately $186,000,000 of the Company’s senior unsecured notes held by Affiliates of Citadel for $186,000,000 in aggregate principal amount of Springing Lien Notes, (iii) the issuance to Citadel or its Affiliates of an aggregate of 79,867,087 shares of Common Stock and (iv) the sale by E*TRADE Bank and E*TRADE Global Asset Management, Inc. of their respective asset backed securities portfolios to an Affiliate of Citadel for approximately $800,000,000, subject to certain adjustments. 2. Pursuant to the Investment Agreement, ▇▇▇▇▇▇▇ and the Company entered into a Registration Rights Agreement, dated November 29, 2007 (as amended to date, the “Registration Rights Agreement”) granting ▇▇▇▇▇▇▇ certain registration rights with respect to securities issued pursuant to the Investment Agreement. 3. Pursuant to the Investment Agreement, the Company, E*TRADE Securities LLC and Citadel Derivatives Group LLC, an Affiliate of CEFL, entered into an Equities and Options Order Handling Agreement, dated November 29, 2007.
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Related to Original Transaction

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Additional Transactions If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 3,000,000 Common Units on the basis of the initial public offering price per Common Unit set forth in the Registration Statement less the amount of underwriting discounts and commissions and Structuring Fee, and the Partnership shall use the net proceeds from that exercise to redeem from Field Services the number of Common Units issued upon such exercise.

  • Manual Transactions If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Portfolio’s prices should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Portfolio price, the correct price, and, to the extent communicated to Portfolio shareholders, the reason for the adjustment. The Company may send this notification or a derivation thereof to Contract owners whose Contracts are affected by the adjustment.

  • Fundamental Transactions If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.