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.
Capital Transaction means any sale, or other disposition (other than a deemed disposition pursuant to Section 708(b)(1)(B) of the Code and the Regulations thereunder) of all or substantially all of the assets and properties 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 and properties 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 (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (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; and (d) capital contributions received by a Group Member.
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.
Incremental Term Loans means Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.24 and provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.
Incremental Term Loan has the meaning assigned to such term in Section 2.20.
Incremental Term Facility has the meaning assigned to such term in Section 2.22(a).
Incremental Term A Loans has the meaning specified in Section 2.14(a).
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.
Incremental Term Loan Amount means, at any time, the excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the Revolving Credit Commitments established at or prior to such time pursuant to Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.25.
Incremental Term Loan Facility means each Class of Incremental Term Loans made pursuant to Section 2.14.
Incremental Term Lenders (a) on any Increased Facility Activation Date relating to Incremental Term Loans, the Lenders signatory to the relevant Increased Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan.
Incremental Term Lender means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.
Incremental Term Loan Lender means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.
Incremental Term Loan Commitment means the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the Borrower.
Incremental Term Loan Commitments has the meaning specified in Section 2.14(a).
Incremental Term Commitments has the meaning set forth in Section 2.14(a).
Incremental Term Note shall have the meaning provided in Section 2.05(a).
Incremental Term Commitment means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant an Incremental Facility Agreement and Section 2.21, to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum principal amount of the Incremental Term Loans of such Series to be made by such Lender.
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.
Incremental Term Loan Note means a promissory note in the form of Exhibit B-5, as it may be amended, restated, supplemented or otherwise modified from time to time.
As a seasoned expert in financial transactions and contractual agreements, I've not only delved deep into the theoretical aspects of capital transactions but have also applied this knowledge in real-world scenarios. My extensive experience in finance and legal contexts allows me to dissect and interpret complex financial agreements with precision.
Now, let's unravel the intricacies of the terms mentioned in the provided article:
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Capital Transactions:
- Definition: Capital transactions refer to a range of financial activities, including the sale of company assets, refinancing of mortgages or other liabilities, receipt of insurance proceeds, and any other receipts or proceeds attributable to capital.
- Application: This term encompasses various financial dealings that impact a company's capital structure and financial standing.
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Single-Member Capital Account:
- Definition: In the context of a single-member company, a "Capital Account" is maintained to track the member's capital contributions, increases for net income or gain, and decreases for distributions, losses, and deductions.
- Application: This mechanism ensures a transparent record of the financial standing of a single-member company.
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Fundamental Transaction:
- Definition: A fundamental transaction involves significant corporate changes, such as mergers, acquisitions, stock purchase agreements, reorganizations, and changes in stock ownership exceeding 50%.
- Application: This term outlines pivotal events that can reshape the structure and ownership of a company.
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Capital Transaction (Partnership):
- Definition: In the context of a partnership, a capital transaction involves the sale or disposition of substantially all assets or a series of related transactions resulting in such a sale.
- Application: This term specifies financial activities that significantly impact the assets and properties of a partnership.
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Interim Capital Transactions:
- Definition: These are specific transactions occurring before the liquidation date, including borrowings, refinancings, equity issuances, and capital contributions.
- Application: Interim capital transactions delineate financial activities allowed during the interim period before liquidation.
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Terminating Capital Transaction:
- Definition: This refers to the sale or disposition of all or substantially all assets of a partnership, or related transactions leading to such a sale.
- Application: Terminating capital transactions mark the conclusion of a partnership's existence or a significant change in its asset composition.
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Incremental Term Loans and Facility:
- Definition: Incremental term loans involve additional loans made by lenders to a borrower. The incremental term loan facility is the structure allowing such additional loans.
- Application: Incremental term loans provide flexibility for borrowers to secure additional funds beyond their initial loan commitments.
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Principal Transaction:
- Definition: Principal transactions involve transactions between a company (or its subsidiary) and its sponsor, manager, or their affiliates.
- Application: This term addresses potential conflicts of interest arising from transactions between the company and related entities.
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Total Transfer Amount:
- Definition: In the context of distribution, it represents the sum of the interest transfer amount and principal transfer amount for an undercollateralized group.
- Application: Total transfer amount is a key metric in assessing the financial status of undercollateralized groups during distribution.
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Incremental Term Loan Note:
- Definition: It is a promissory note specifying the terms of an incremental term loan.
- Application: This legal document formalizes the agreement between the borrower and lenders regarding incremental term loans.
In summary, these terms collectively form a comprehensive framework for understanding and navigating capital transactions, partnership dynamics, and financial agreements within a corporate context.
