Direct Transferee definition

Direct Transferee means, in respect of any Conversion Common Stock, any person or entity that acquired such Conversion Common Stock directly from a Permitted Holder.
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Direct Transferee means any person that acquires (other than in a registered public offering) directly from Forest or any of its affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.
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Direct Transferee means any Person to which Company transfers a Loan or Receivable, and any Affiliate of such Person or special purpose vehicle established at the direction or for the benefit of such Person or an Affiliate of such Person to which such Person subsequently transfers a Loan or Receivable.
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Examples of Direct Transferee in a sentence

  • As to any Direct Transferee (or Affiliate thereof) or any subsequent transferee, Bank will not unreasonably withhold, delay or condition its approval.

  • PFL shall include a provision in any agreement by which PFL sells or transfers Assets requiring such Direct Transferee to comply with the terms of this Section 3(d) to the same extent as PFL, and requiring such transferee to include such a provision in subsequent transfers of the Assets.

  • At all times from and after the Closing, the Company shall grant such approvals and take all other actions as are necessary to exempt from the Anti-Takeover Charter Provision and Section 203: (i) any transaction in which the Ares Parties and/or its affiliates and associates have acquired or will acquire any Capital Stock of the Company or its Subsidiaries; and (ii) any Transfer of Capital Stock of the Company or its Subsidiaries to an Ares Direct Transferee or Ares Indirect Transferee.

  • Expressions defined in the Share and Account Charge shall have the same meanings when used herein save where expressly provided otherwise or where the contrary intention appears and: Direct Transferee means the Lender or any of its Affiliates which purchases or otherwise acquires any Collateral Shares (through appropriation or otherwise) upon the enforcement of the Security created pursuant to the Share and Account Charge.

  • On-Sell Price in respect of a Relevant Share means the sale price by which the Lender or a Direct Transferee sells that Relevant Shares to any other person.

  • It is also agreed that the Indemnification Notice, the Claim and other actions taken under the name of the Rescuing Company for the Permitted Direct Transferees shall be deemed to have been taken by the relevant Permitted Direct Transferee for the purpose of Article VIII if and when the Permitted Direct Transferees are allowed to exercise their right for indemnification directly against the Transferring Company.

  • PMI shall include a provision in any agreement by which PMI sells or transfers Stand By Assets requiring such Direct Transferee to comply with the terms of this Section 3(d) to the same extent as PMI, and requiring such transferee to include such a provision in subsequent transfers of the Stand By Assets.

  • Enforcement Price in respect of a Relevant Share means the price at which the Lender or a Direct Transferee purchases or otherwise acquires that Relevant Share (through appropriation or otherwise) pursuant to the enforcement of the Security created pursuant to the Share and Account Charge.


More Definitions of Direct Transferee

Direct Transferee means any Person to which PMI or PFL transfers an Asset, and any Affiliate of such Person or special purpose vehicle established at the direction or for the benefit of such Person or an Affiliate of such Person to which such Person subsequently transfers an Asset.
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Direct Transferee means any Person to whom an Initial Stockholder directly conveys any Shares.
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Related to Direct Transferee

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

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

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

  • 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.

  • 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.

  • Modified Eligible Transferee means any bank, financial institution or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities and other financial assets.

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

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

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

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

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

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

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

  • Transferring Member has the meaning set forth in Section 11.3(a).

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

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).

  • 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.

  • 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.

  • Disposing Member is defined in Section 4.1.

  • 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.

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

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

  • 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.”

  • Assignee as defined in Section 10.6(b).