Donative Transfer definition

Donative Transfer with respect to Option Shares means any voluntary Transfer by a transferor other than for value or the payment of consideration to the transferor.
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Donative Transfer means any transfer of an Option or Reload Option made for donative purposes or without the payment or receipt by or on behalf of the Optionee of any cash, property or other consideration. For purposes of this Section 2.13, neither an Optionee’s receipt of or eligibility for a deduction, credit or similar allowance for federal or state income tax or estate tax purposes nor the transferee’s use for family or support purposes of any proceeds realized from the sale of any shares of Common Stock acquired on exercise of an Option shall be deemed to be the receipt of consideration.
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Donative Transfer means any transfer made for donative purposes or without the payment to or receipt by or on behalf of Stockholder of any cash, property or other consideration. For purposes of this Section, Stockholder's receipt of or eligibility for a deduction, credit or similar allowance for federal or state income tax or estate tax purposes as a result of the transfer shall not be deemed to be the receipt of consideration. In addition, a transfer of Shares to a charitable remainder trust or similar entity through which the Charity receives a remainder beneficial interest in the Shares shall be deemed to be a "donative transfer" even though the Stockholder has the right to receive an annual distribution from the trust or other entity.
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Examples of Donative Transfer in a sentence

  • If any Holder proposes to Transfer any Option Shares prior to the Initial Public Offering, other than in the case of a Permitted Transfer pursuant to section 6.7(c) above or an Involuntary or Donative Transfer subject to section 6.8(b) below, the Company will have an assignable right of first refusal to purchase such Shares on the terms and conditions set out in this section 6.8(a).

  • If any Holder proposes to Transfer any Option Shares prior to a Qualified Initial Public Offering, other than in the case of a Permitted Transfer pursuant to Section 6.7(c) above or an Involuntary or Donative Transfer subject to Section 6.8(b) below, the Company will have an assignable right of first refusal to purchase such Shares on the terms and conditions set out in this Section 6.8(a).

  • In the case of a Donative Transfer or an Involuntary Transfer, the Offered Price to be paid to the Holder by the Company or its assignee will be the Fair Market Value on the proposed transfer date, as conclusively determined in good faith by the Board.

  • Following any Involuntary Transfer or Donative Transfer (other than a Permitted Transfer) of Option Shares (the "TRANSFERRED SHARES") prior to the Initial Public Offering, the Company will have the assignable right to purchase from the transferee of the Transferred Shares ("TRANSFEREE") all or a portion of such Shares for a purchase price that is equal to the Fair Market Value of those Shares as of the date of such Transfer.

  • Any transfer of a Transferable Option under this Section 9.2 must be either a Donative Transfer, a transfer to a partnership or limited liability company described in clause (c) of Section 9.2.1 above, pursuant to which the Optionee receives only his or her interest in the partnership or limited liability company, or a transfer specifically approved in writing by the Company after written notice from the Optionee.

  • Following any Involuntary Transfer or Donative Transfer (other than a Permitted Transfer) of Option Shares (the "Transferred Shares") prior to the Initial Public Offering, the Company will have the assignable right to purchase from the Transferee of the Transferred Shares all or a portion of such Shares for a purchase price that is equal to the Fair Market Value of those Shares as of the date of such Transfer, as determined in good faith by the Board.

  • If any Holder --------------------------------------------- proposes to Transfer any Option Shares prior to the Initial Public Offering, other than in the case of a Permitted Transfer pursuant to Section 6.7(c) above or an Involuntary or Donative Transfer subject to Section 6.8(b) below, the Company will have an assignable right of first refusal to purchase all or any portion of such Shares on the terms and conditions set out in this Section 6.8(a).

  • Any transfer of a Transferable Option under this Section 6.8.2 must be either a Donative Transfer, a transfer to a partnership or limited liability company described in clause (iii) of Section 6.8.2A above, pursuant to which the Optionee receives only his or her interest in the partnership or limited liability company, or a transfer specifically approved in writing by the Administrator after written notice from the Optionee.

  • Following any --------------------------------------------- Involuntary Transfer or Donative Transfer (other than a Permitted Transfer) of Option Shares (the "Transferred Shares"), the U.S. Subsidiary will have the assignable right to purchase from the transferee of the Transferred Shares ("Transferee") all or a portion of such Shares for a purchase price that is equal to the Fair Market Value of those Shares as of the date of such Transfer.

  • Following any --------------------------------------------- Involuntary Transfer or Donative Transfer of Option Shares (the "Transferred Shares"), the Company will have the assignable right to purchase from the transferee of the Transferred Shares ("Transferee") all or a portion of such Shares for a purchase price that is equal to the Fair Market Value of those Shares as of the date of such Transfer.


More Definitions of Donative Transfer

Donative Transfer with respect to Option Shares means any voluntary Transfer by a transferor other than for value or the payment of consideration to the transferor. A Donative Transfer will include, without limitation: (i) a Transfer by will or under the laws of descent and distribution; or (ii) a Transfer by a Holder of Option Shares to his or her ancestors, descendants or spouse (other than pursuant to a decree of divorce, dissolution or separate maintenance, a property settlement, or a separation agreement or any similar agreement or arrangement with a spouse, except for bona fide estate planning purposes), or to a trust, partnership, limited liability company, custodianship or other fiduciary account for the benefit of the Holder and/or such ancestors, descendants or spouse, including any Transfer in the form of a distribution from any such trust, partnership, limited liability company, custodianship or other fiduciary account to any of the foregoing permitted beneficial owners or beneficiaries thereof.
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Donative Transfer means any voluntary Transfer by a transferor other than for value or the payment of consideration to the transferor.
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Donative Transfer with respect to Shares means any voluntary Transfer with donative or charitable intent by a transferor other than for value or the payment of consideration to the transferor.
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Donative Transfer with respect to Option Shares means any voluntary Transfer by a transferor other than for value or the payment of consideration to the transferor. A Donative Transfer will include, without limitation: (i) a Transfer by will or under the laws of descent and distribution; or (ii) a Transfer by a Holder of Option Shares to his or her ancestors, descendants or spouse (other than pursuant to a decree of divorce, dissolution or separate maintenance, a property settlement, or a separation agreement or any similar agreement or arrangement with a spouse, except for bona fide estate planning
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Related to Donative Transfer

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

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

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

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

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

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

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • 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.”

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

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

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

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

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

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

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

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit I, by which Subsequent Loans are transferred to the Trust Fund.

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

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

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

  • 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.

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

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.