Eligible Transfer is defined as (i) any transfer of Trust Shares to a person who is not at the time of such transfer a CSFB Affiliate or (ii) any transfer of Trust Shares to an Other Affiliate or to any Employee Affiliate other than a person holding the position of Managing Director or above (or performing the comparable function) of any Control Affiliate; provided, in the case of clause (i) and (ii), that a contract or other arrangement (other than this Agreement) regarding the voting of such Trust Shares does not exist between any CSFB Affiliate and such transferee; and provided further that in the case of clause (i) and (ii), any proposed transfer will not be an Eligible Transfer if, immediately after giving effect to such transfer, the proposed transferee, together with its affiliates, would be an affiliate of the Corporation within the meaning of Rule 144 of the Securities Act. Such notice shall name such Eligible Transferee and shall state (i) its mailing address, (ii) the proposed transfer date (which date shall be not less than five days after the Trustee’s receipt of such notice), (iii) the number and type of Trust Shares to be transferred and (iv) the consideration, if any, to be paid by such Eligible Transferee therefor. The notice to the Trustee shall also contain a representation that such transferee is an Eligible Transferee and shall be accompanied by a Trust Certificate or Certificates of the Holder, duly endorsed for transfer, representing not less than the number of Trust Shares of the type to be transferred to the Eligible Transferee and an opinion of independent nationally recognized counsel who are experts in matters involving the federal securities laws, that, immediately after giving effect to such transfer, such transferee, together with its affiliates, should not be an affiliate of the Corporation within the meaning of Rule 144 of the Securities Act. On the date specified in such notice, and upon receipt by the Trustee from such Eligible Transferee of the specified consideration, if any, the Trustee shall deliver: (i) to the Eligible Transferee, a certificate (or the equivalent evidence of ownership in the case of Share Equivalents) for the number of Shares of the type specified in such notice, registered in the name of the Trustee and duly endorsed for transfer, and (ii) to the Holder, (x) a Trust Certificate representing a number of Trust Shares, if any, equal to the number of Trust Shares of the type represented by the surrendered Trust Certifica...
Eligible Transfer is defined as any transfer of Shares
Eligible Transfer for purposes of this clause (a)(iii) means any distribution or transfer of Trust Shares to any Other Affiliate or any third party not affiliated with CS Private Equity (including by way of a distribution by a Holder to its limited partners); provided that (A) a contract or other arrangement (other than this Agreement) regarding the voting of such Trust Shares does not exist between any CS Affiliate and such transferee and (B) any proposed distribution or transfer will not be an Eligible Transfer if, immediately after giving effect to such distribution or transfer, the proposed distributee or transferee, together with its affiliates, would be an affiliate of the Corporation within the meaning of Rule 144 of the Securities Act. In connection with any distribution or transfer pursuant to this clause (a)(iii), (x) in the case of a distribution or transfer to an Other Affiliate, CS Private Equity shall deliver a certificate of an officer of CS Private Equity certifying that, immediately after giving effect to such distribution or transfer, the conditions of clause (a)(iii)(A) and (B) are satisfied and (y) in the case of a distribution or transfer to a third party not affiliated with CS Private Equity, CS Private Equity or such distributee or transferee shall deliver an opinion of independent nationally recognized counsel who are experts in matters involving the federal securities law, that, immediately after giving effect to such transfer, such distributee or transferee, together with its affiliates, should not be an affiliate of the Corporation within the meaning of Rule 144 of the Securities Act; provided, however, that in the case of any distribution of Trust Shares under this clause (a)(iii) by any Holder that is a limited partnership (a “Limited Partnership”) to its limited partners so long as (I) the Limited Partnership has more than 150 limited partners (or, if such Limited Partnership has less than 150 limited partners, such distribution of Trust Shares is made simultaneously with the distribution of Trust Shares by a Holder that is a Limited Partnership that has more than 150 limited partners), (II) the distribution to each limited partner is in proportion to such limited partners’ interests in the Limited Partnership, (III) each limited partner, together with its affiliates, will receive Trust Shares representing less than 0.5% of the total voting power of the Voting Stock of the Corporation then outstanding, (IV) the Limited Partnership is distributi...
Examples of Eligible Transfer in a sentence
The Eligible Transfer To Account must be owned by you, or by another recipient you designate.
Eligible Transfer Purpose of the Alipay Transfer Services Section of this Agreement.
Each Member transmitting an Eligible Transfer File or Eligible Settlement File must ensure that it complies with the requirements of any relevant Approved Network and any relevant payment system referred to in Schedule 5.
Review and verification of the Alipay Transfer Request may occur before or after the funds are debited from your Eligible Transfer From Account, and the Alipay Transfer Request may be rejected at any time prior to the funds being credited to the recipient’s account.
Eligible Transfer Purpose of the Alipay Transfer Service Section of this Agreement for additional details.) Generally, Alipay Transfers can only be initiated from eligible accounts that are held in an individual or joint ownership capacity.
More Definitions of Eligible Transfer
Eligible Transfer means any Transfer of Series D Preferred Stock to a person or entity other than an Initial Investor or an Affiliate of an Initial Investor (i) in a widespread public distribution, (ii) in a Transfer in which no transferee (together with its Affiliates and other transferees acting in concert with it) acquires more than 2% of the Common Stock or any other class or series of Voting Stock of the Corporation, or (iii) to a transferee that (together with its Affiliates and other transferees acting in concert with it) owns or controls more than 50% of the Common Stock, without regard to the Transfer.
Eligible Transfer means a transfer of Plan Property to another RESP where any beneficiary under the transferee RESP was a Beneficiary under the Plan, or where a Beneficiary under the Plan has not attained age 21 and is a sibling of a beneficiary under the transferee Plan.
Eligible Transfer means any sale, distribution or other disposition, excluding any (1) sale leaseback transaction, (2) transaction consisting of the factoring or securitization of receivables, (3) transaction where the proceeds to the Company as a result of the transaction are less than $100 million, or (4) foreclosure or other remedy by a secured creditor with respect to the assets of the Company. If the same transaction or event results in a Change in Control under this clause (v) and under one or more of clauses (i), (ii), (iii) or (iv) of the definition of Change in Control, then such transaction or event shall be considered a Change in Control solely under such other clause or clauses and not under this clause (v).”
Eligible Transfer for purposes of this clause (i) means any distribution or transfer of Deposited Shares to any Control Affiliate or any Employee Affiliate holding the position of Managing Director or above (or performing the comparable function) of any Control Affiliate (including by way of a distribution by a Holder to its limited partners); provided that either (A) (x) a contract or other arrangement (other than this Agreement) regarding the voting of such Deposited Shares does not exist between any BACI Affiliate or BACI and such transferee and (y) immediately after giving effect to such distribution or transfer, BACI and BACI Affiliates will not own in the aggregate Excluded Capital Stock amounting to nine percent (9%) or more of the total voting power of the Voting Stock of the Corporation then outstanding or (B) the Deposited Shares distributed or transferred to such Control Affiliate or Employee Affiliate shall be subject to this Agreement and shall be automatically deposited with the Trustee in accordance with Section 2 hereof. In connection with any distribution or transfer pursuant to this clause (i), BACI shall deliver a certificate of an officer of BACI certifying that, immediately after giving effect to such transfer, the conditions of either clause (i) (A) or (i) (B) are satisfied.
Eligible Transfer means any sale, distribution or other disposition of an entire business or business line, or of all the assets of an entire business or business line, in each case, in one or a series of transactions and, for such purposes, an entire business or business line means each of the Company’s Less-Than-Truckload, North American Transportation, European Transportation, North American Supply Chain and European Supply Chain operations; provided that any distribution to shareholders of the Company of 80% or more of the common stock of a subsidiary of the Company that holds, directly or indirectly, any such entire business or business line or all of the assets of any such entire business or business line shall constitute a distribution of the entirety of such business or business line or of all of the assets of any such entire business or business line for purposes of this definition. If the same transaction or event results in a Change in Control under this clause (v) and under one or more of clauses (i), (ii), (iii) or (iv) of the definition of Change in Control, then such transaction or event shall be considered a Change in Control solely under such other clause or clauses and not under this clause (v).”
Eligible Transfer means a Transfer by a Major Stockholder of shares of Common Stock (A) in a transaction that is subject to the Tag-Along Right or (B) to an Institutional Stockholder in an Excluded Transfer.
Eligible Transfer for purposes of this clause (a)(ii) means any distribution or transfer of Deposited Shares to any Employee Affiliate not holding the position of Managing Director or above of any Control Affiliate, to any Other Affiliate or to any third party not affiliated with an Investor (including by way of a distribution by a Holder to its limited partners); provided that a contract or other arrangement (other than this Agreement) regarding the voting of such Deposited Shares does not exist between any Investor Affiliate or any Investor and such transferee. In connection with any distribution or transfer pursuant to this clause (a)(ii), the applicable Holder shall deliver a certificate of an officer of DLJMB certifying that, immediately after giving effect to such transfer, the conditions of clause (a)(ii) are satisfied.