Common use of Transfer Defined Clause in Contracts

Transfer Defined. For purposes of Section 8, the term “Transfer” shall mean (a) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, the Private Placement Shares, (b) entry into any swap or other arrangement that transfer to another, in whole or in part, any of the economic consequences of ownership of any of the Private Placement Shares, whether any such transaction is to be settled by delivery of such Private Placement Shares, in cash or otherwise, or (c) public announcement of any intention to effect any transactions specified in clause (a) or (b).