Competitor Transferee definition

Competitor Transferee means (i) a transferee of shares of Series D Preferred Stock pursuant to Section 10.2(b)(6) of the Bylaws that is a Competitor, (ii) a transferee of shares of Series E Preferred Stock pursuant to Section 10.2(b)(7) of the Bylaws that is a Competitor and (iii) a transferee of shares of Series F Preferred Stock pursuant to Section 10.2(b)(8) of the Bylaws that is a Competitor; provided that no Advised Investors or Series F Advised Investors shall be deemed to be a Competitor Transferee by way of their passive investment in a Competitor.
Sample 1Sample 2
Competitor Transferee has the meaning set forth in Section 4.5.
Sample 1Sample 2
Competitor Transferee. 10.3(a) “Co-Sale Participant” 10.2(a) “Damages” 2.11 “Deed of Accession” 13.6(f) “Devolved Securities” Entitlement 8.2(e) “Dispute” 13.4(b)
Sample 1

Examples of Competitor Transferee in a sentence

  • Any Transfer Shares not sold to the Proposed Competitor Transferee within 120 days of the date of the Transfer Notice shall continue to be subject to the requirements of the Equity One DRS ROFO and the Gazit DRS ROFO set forth in Article 3 and the Right of First Refusal set forth in this Article 4.

  • If Equity One does not purchase all of the Transfer Shares or Equity One does not timely deliver a Transfer Election during the Transfer Election Period in accordance with Section 4.3, the Transfer Shares not so purchased may be sold by LIH to the Proposed Competitor Transferee on substantially the same terms and conditions contained in the Transfer Notice provided, that the purchase price for the Transfer Shares equal at least ninety five percent (95%) of the Transfer Share Price.

  • The Series A Offer Notice shall disclose in reasonable detail the identity of the prospective transferee ("Competitor Transferee"), the number of Series A Preferred Stock that the Series A Stockholder wishes to transfer ("Series A Offered Shares"), and the price and other terms and conditions of the proposed Transfer.

  • If the securities described in the ROFR Notice are not transferred to the Proposed Competitor Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Competitor Transferee, a new ROFR Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Company Right of First Refusal.

  • Provided However That, the Founders shall also have the right to require the Transferring Investor(s) to ensure that the Competitor Transferee purchases all but not less than all the Shares held by the Founders on the same terms and for the same consideration/ price per Share so offered to the Transferring Investor(s) and prescribed in the Competitor Transfer Intimation (“Founder Full Tag Right”).

  • If a Holder would like to sell or transfer any Preferred Stock or Registrable Securities held by such Holder to a Proposed Competitor Transferee, the Holder must provide the Company or its assignee(s) with a ROFR Notice (as defined below) requesting approval to sell or transfer such securities and offering the Company or its assignee(s) a Company Right of First Refusal on the same terms and conditions set forth in this Section 2.12(b).

  • The Company may either (1) exercise the Company Right of First Refusal in full or in part and purchase such securities pursuant to this Section 2.12(b) or (2) decline to exercise the Company Right of First Refusal in full or in part and permit the transfer of such securities to the Proposed Competitor Transferee in full or in part.

Related to Competitor Transferee

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx 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).

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • 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.

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

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Restricted Transfer means: 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;

  • Transferee Letter The meaning specified in Section 12.16.

  • Transfer student A student who enters a participating college or university after earning college-level credit at another college or university.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Purported Record Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series A Preferred Stock if such Transfer had been valid under Section 7(b)(i) of these Articles Supplementary.

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.