Exchange and Transfer definition

Exchange and Transfer means the Transfer by all holders of Limited Voting Shares to the Purchaser of Transferred Limited Voting Shares at the Exchange Time for the Consideration to effect a Change of Control in accordance with the terms of and subject to the conditions under the Qualifying Purchase Agreement and Section 6 of these articles;
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Examples of Exchange and Transfer in a sentence

  • All Certificated Notes that are presented for transfer pursuant to Section 4(1), all Notes that are presented for replacement, exchange or registration of transfer pursuant to Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) or repaid on maturity or redeemed or purchased shall, upon such registration of transfer, replacement or exchange or upon payment being made, be cancelled by the Fiscal Agent.

  • As applicable, Shares may be exchanged whether for other shares in the Fund or for other shares in another sub-fund of the ICAV as set out under the heading Exchange and Transfer of Shares in the Prospectus.

  • Ticketmaster hosts Ticket Exchange and Transfer (“TX”) on behalf of the Club.

  • All Certificated Notes that are presented for transfer pursuant to Section 4(1), all Notes that are presented for replacement, exchange or registration of transfer pursuant to Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) or repaid on maturity or redeemed or purchased shall, upon such registration of transfer, replacement or exchange or upon payment being made, be cancelled by the Registrar.

  • Each new Registered Security to be issued upon the transfer of a Registered Security will, within five Relevant Banking Days (as defined in Condition 14) of the Transfer Date (as defined in Condition 14 (Replacement, Exchange and Transfer)), be available for delivery at the specified office of the Registrar or, as the case may be, the relevant Transfer Agent or (at the request and risk of the Holder of such Registered Security) be mailed by uninsured post to such address as may be specified by such Holder.

  • The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues).

  • ARTICLE 4 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES 4.1 Exchange and Transfer of Warrant Certificates.

  • Form, Exchange and Transfer We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof.

  • The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed U.S.$2,000,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues).

  • The depository trustee may be the same as the Registrar otherwise named by the Director, and the Refunding Bonds may be transferred in part by depository trust and in part by transfer of physical certificates as the Director may determine.(B) Exchange and Transfer of Bonds.

Related to Exchange and Transfer

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

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

  • Exchange and Registration Rights Agreement means the Exchange and Registration Rights Agreement, dated as of December 17, 1997, among Oglethorpe, the Funding Corporation and the Purchasers, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

  • Exchange Access means as defined in the Act.

  • Paying and Transfer Agent means the paying and transfer agent for the Notes appointed by us from time to time. The Paying and Transfer Agent will initially be RBC Dominion Securities Inc. whose address is P.O. Box 50, Royal Bank Plaza, 6th Floor, South Tower, Toronto, Ontario, Canada M5J 2W7; Attention: National Operations.

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

  • Exchange Area means an area, defined by the Commission, for which a distinct local rate schedule is in effect.

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with applicable securities laws.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.

  • 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;

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • 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.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Transfer Form means a standardized form prescribed by the Management Company to be duly filed by the investor to transfer Units and will be stated in this Offering Document.

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Switched Exchange Access Service means the offering of transmission or switching cervices to Telecommunications Carriers for the purpose of the origination or termination of telephone toll service. Switched Exchange Access Services include: Feature Group A, Feature Group B, Feature Group D, 800/888 access, and 900 access and their successors or similar Switched Exchange Access Services.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Pass-Through Transfer The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer" (with or without a master servicer) thereunder.

  • Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.