Affiliate Transfers definition

Affiliate Transfers means any assignment or transfer by the Registered Holder: (i) to its affiliates, stockholders, members, partners or other equity holders, (ii) for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or (iii) to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Registered Holder or any such family members. Notwithstanding the foregoing, this Warrant may not be assigned or transferred to: a customer or competitor of, or lender to, the Company, in each case directly or indirectly, and as is determined by the Board of Directors of the Company, in its reasonable discretion.
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Affiliate Transfers has the meaning ascribed thereto in the recitals to this Agreement;
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Affiliate Transfers has the meaning set forth in Section 4.1(h).
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Examples of Affiliate Transfers in a sentence

  • Except for Affiliate Transfers made pursuant to Section 3.04 or as otherwise contemplated in this Article III, no Shareholder shall have the right to assign any of its rights under this Agreement to any permitted transferee of such Shareholder’s Restricted Shares.

  • Notwithstanding anything to the contrary contained herein, the rights and obligations of this Agreement that refer specifically to any Founder Member Group or member of a Founder Member Group (the “Non-Transferable Provisions”) shall be personal to such Founder Member Group or member of a Founder Member Group and may not be Transferred without the written consent of each Founder Member Group other than pursuant to Affiliate Transfers.

  • Except for Affiliate Transfers, this Warrant may not be assigned or transferred by the Registered Holder without the prior written consent of the Company.

  • For so long as the Members are Trinity and the BDC or their respective Permitted Affiliate Transferees, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first offer to purchase or designate a third party to purchase all, but not less than all, of any Membership Interest that such other Member may propose to Transfer to another Person, except for Permitted Affiliate Transfers, at the valuation most recently approved in accordance with Section 10.5.

  • Each Party provide this Agreement to the infrastructure manager for publication within 30 days after entering into force of the Agreement.

  • With respect to Transfers to Affiliates, no such Transfer shall be effective unless, as a condition to the Transfer, such Affiliate agrees that it will not cease to be an Affiliate of such Member, unless prior to ceasing to be an Affiliate, such Affiliate Transfers to such Member or another Affiliate thereof all of the Membership Interests then owned by such Affiliate.

  • Prior to January 1, 2016, except for Permitted Common Unit Sales and Permitted Affiliate Transfers, (a) neither Charlesbank nor any of its Affiliates may Dispose of any Covered Security without the prior written consent of Vitol and (b) neither Vitol nor any of its Affiliates may Dispose of any Covered Security without the prior written consent of Charlesbank.

  • Each of the Pre-Closing Affiliate Transfers and Assumptions shall have occurred.

  • This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by an Investor without the prior written consent of the Company; provided, however, that such consent shall not be required in connection with any Permitted Affiliate Transfers.

  • Affiliate Transfers may be made upon delivery of this Warrant and the form of assignment attached hereto to any Affiliate Transferee designated by Holder.

Related to Affiliate Transfers

  • Affiliate Transfer is defined in Section 7.03(a)(i).

  • Affiliate Transferee has the meaning set forth in Section 3.2(a).

  • Affiliate Transactions has the meaning set forth in Section 4.18.

  • Affiliate Transaction has the meaning provided in Section 4.11.

  • Permitted Affiliate Transactions means the following:

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Affiliate Contract means any contract or agreement between the Company or any of its Subsidiaries (including the Partnership Group), on the one hand, and any Member or Members or any Affiliate or Affiliates of Members, on the other hand.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Charitable organization means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

  • Permitted Sale Leaseback means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Ordinary Course Transferees (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Exempt Transfer means, in relation to shares held by a member:

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Affiliate Member means an individual who is an umpire, referee, coach or other official who is associated with the Association but who is not an Individual Member.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Permitted Sale-Leaseback Transactions means any sale or transfer by the Company or any of its Restricted Subsidiaries of any Principal Property owned by the Company or any of its Restricted Subsidiaries with the intention of taking back a lease thereof; provided, however, that “Permitted Sale-Leaseback Transactions” shall not include any such transaction involving machinery and/or equipment (excluding any lease for a temporary period of not more than thirty-six months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of this Supplemental Indenture and (b) that are material to the business of the Company and its Subsidiaries, taken as a whole, to the extent that the aggregate Attributable Value of the machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the Applied Amounts, as defined in the following sentence), plus the amount of obligations and Indebtedness from time to time secured by Liens incurred under Section 6.1(18), exceeds the greater of (i) $1,000 million and (ii) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such transactions based on the balance sheet for the end of the most recent quarter for which financial statements are available (such greater amount, the “Applicable Threshold”). For purposes of this definition, “Applied Amounts” means an amount (which may be conclusively determined by the Board of Directors of the Company) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Notes.

  • Restricted Investments means all Investments except the following:

  • Restricted Fund means a fund in which the use of the principal or principal and income is restricted by agreement with, or direction by, the donor to a specific purpose. Restricted fund does not include a fund over which the owner has complete control. The owner is deemed to have complete control over a fund that is to be used for general operating or building purposes.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Minimum Transfer Amount means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.