Authorized Assignee definition

Authorized Assignee means any entity in the GE Group, any special purpose vehicle created pursuant to Articles L. 214-42-1 et seq. of the French Monetary and Financial Code, or any other securitization vehicle, or any regulatory or banking institution, as set out in Clause 17.5.
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Authorized Assignee means an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇ or a Subsidiary of Summerville.
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Authorized Assignee means any person or entity that (A) is an "accredited investor" within the meaning of Rule 501, Regulation D, of the Commission under the Securities Act, and (B) either (a) directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Holder, (b) is the purchaser of all or substantially all of the assets of the Holder, or (c) has succeeded to the assets, properties and business of the Holder by merger or similar business combination or otherwise by operation of law.
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Examples of Authorized Assignee in a sentence

  • Provided that Buyer remains fully liable for all of Buyer’s obligations hereunder, Buyer may assign any or all of its rights and obligations under this Agreement, including the right to purchase the Property, by giving Seller notice of such assignment at least three (3) days prior to the Close of Escrow, containing the name of the assignee (“Authorized Assignee”), the portion of the Property to be acquired by such Authorized Assignee.

  • Each Authorized Assignee shall be obligated jointly and severally to fulfill all of Buyer’s duties and obligations under this Agreement with respect to the portion of the property to be purchased by such Authorized Assignee and the warranties and representations of Buyer shall be the warranties and representations of the Authorized Assignee.

  • Any Investor to whom Buyer assigns some or all of its rights under this Agreement shall be an Authorized Assignee.

  • In the event that an Authorized Assignor Transfers any portion of its Bound Shares pursuant to Section 7.2 above, such Authorized Assignor and the Authorized Assignee shall be treated, for all purposes of this Agreement, as if they are a single shareholder, being represented, for that purpose, by the Authorized Assignor.

  • Pursuant to the other provisions of this Section 7, if any of the Parties intends to make a Transfer, in full or in part, of its Bound Shares in a transaction which is not to an Authorized Assignee or permitted under Section 7.7 below, such Party (“Offeror”) shall notify the other Party (“Offeree”) in writing of its intention to make a potential Transfer (“Notice of First Refusal”).

  • By the expiration date of the Due Diligence Period, Buyer shall obtain from Escrow Holder an irrevocable commitment for the issuance of such Buyer’s ALTA Extended Coverage of Title Policies insuring (i) ▇▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇▇’▇ Authorized Assignee) as the owner of the Tulare Land, and (ii) ▇▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇▇’▇ Authorized Assignee) as the owner of the Fresno Land, each subject only to the Permitted Exceptions.

  • In the event of an authorized Transfer of Bound Shares by any of the Parties after the Closing Date to any third party other than an Authorized Assignee, such Bound Shares, object of the Transfer, will no longer be Bound Shares for all purposes of this Agreement, being received by the third party assignee free and clear from any Encumbrance applicable to the Bound Shares under this Agreement, provided, in any case, the provisions of Section 7 below are complied with.

  • Any attempted or purported assignment, transfer or conveyance of this Warrant to any person or entity other than an Authorized Assignee, shall be void and without force or effect, and the Company shall have no obligation to recognize the same for any purpose.

  • Upon receipt thereof, the Company shall issue and deliver a new Warrant of like tenor to the Authorized Assignee, or, in the case of the assignment of this Warrant in part, new Warrants of like tenor to the assigning Holder and the Authorized Assignee as their respective interests may appear in accordance with the portion assigned as indicated on the attached Assignment.

  • Subject to the next sentence, each Stockholder severally agrees that during the Restricted Period such Stockholder will not transfer Voting Securities to any Authorized Assignee unless such person or entity agrees by instrument in form and substance reasonably satisfactory to AMCE to be bound by the provisions of this Agreement as a "Stockholder".


More Definitions of Authorized Assignee

Authorized Assignee of a Stockholder means (i) any person or entity (other than a Charitable Assignee, except as provided in clause (ii) below) to which Voting Securities are transferred by gift or otherwise without fair consideration or (ii) if such Stockholder is a Family Stockholder, to the extent such Stockholder (and its Authorized Assignees) transfers more than 5% in the aggregate of the shares of Class B Stock or Common Stock received by such Family Stockholder in the Merger (or Common Stock received upon the conversion of such Class B Stock) ("Merger Shares") to Charitable Assignees, those Charitable Assignees receiving shares in excess of such threshold.
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Authorized Assignee means any Person who takes over the contractual position, rights or obligations of a Creditor Bank, either in full or in part, according to Clause 7.1 of this comprehensive Amendment; as long as they have signed an Adhesion Contract. Record is hereby made that neither the Borrower nor any of its Affiliates may become Authorized Assignees.
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Related to Authorized Assignee

  • Authorized Affiliate means any of Customer's Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Service pursuant to the Agreement between Customer and Okta, but has not signed its own Order Form with Okta and is not a "Customer" as defined under the Agreement.

  • Qualified Assignee means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act of 1933) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from ▇▇▇▇▇'▇ at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided, that (i) no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee, (ii) no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee and (iii) at any time no Event of Default described in any of Sections 8.1(a), 8.1(h) or 8.1(i) is then in existence, no Person that is engaged in any line of business involving the sale, rental, leasing, management, servicing or outsourcing of medical equipment, and is identified by Borrower to Agent as being disqualified as a Qualified Assignee due to being engaged in any such line of business prior to the consummation of an assignment or sale to such Person described in Section 9.1(a), shall be a Qualified Assignee.

  • Authorized Transferee means a Qualified Trust of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Non-citizen Assignee means a Person whom the General Partner has determined does not constitute an Eligible Citizen and as to whose Partnership Interest the General Partner has become the Limited Partner, pursuant to Section 4.8.