Exempt TCW Transfer definition

Exempt TCW Transfer has the meaning set forth for such term in the Securityholders Agreement.
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Exempt TCW Transfer means a Transfer of TCW Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3, (b) pursuant to a Sale of the Company under Section 4.1, (c) pursuant to an exercise of registration rights pursuant to Article V, (d) to any Affiliate of TCW, so long as (x) such transferee remains an Affiliate of the TCW Holder who Transferred its TCW Securities to such transferee and (y) such transferee does not Transfer the TCW Securities to a Person who is not an Affiliate of the TCW Holder who Transferred its TCW Securities to such transferee, (e) to any Person in connection with the transfer by the same TCW Holder of any 2015 Notes to such Person in the same relative proportions, provided that Vestar V or the Company has consented to such transfer of the 2015 Notes, (f) to the Company incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split), (g) to Vestar, (h) in connection with any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company.
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Examples of Exempt TCW Transfer in a sentence

  • The Board of Managers shall have the right, subject to Section 7.3, to admit as a Substituted Member or an Additional Member any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that the Board of Managers shall admit as a Substituted Member, subject to Section 7.4(b), any Transferee who acquires an interest in the Company pursuant to an Exempt Employee Transfer, an Exempt TCW Transfer, an Exempt NYLIM Transfer or an Exempt Individual Transfer.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of a Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable or except in connection with a Drag-Along Sale.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of a Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable or except in connection with a Company Sale.

  • Prior to the earlier of (i) a Sale of the Company and (ii) the consummation of the initial Public Offering, no holder of Employee Securities, TCW Securities or NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM Securities, as the case may be, without the prior written consent of Vestar V (which may be withheld in its sole discretion), except in an Exempt Employee Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable.

  • The Board of Managers shall have the right, subject to Section 7.3. to admit as a Substituted Member or an Additional Member any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that the Board of Managers shall admit as a Substituted Member, subject to Section 7.4(b), any Transferee who acquires an interest in the Company pursuant to an Exempt Employee Transfer, an Exempt TCW Transfer, an Exempt NYLIM Transfer or an Exempt Individual Transfer.

Related to Exempt TCW Transfer

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

  • 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.

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

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

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

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

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

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

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

  • 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;

  • 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.

  • excepted transfer means, in relation to any shares held by a member:

  • Exempt Investor means any of the following Irish Residents: (i) the Administrator, for so

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

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

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • 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:

  • Exempt Irish Investor for the present purposes means:

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

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

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • 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.

  • 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.

  • Transfer Vehicle means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.