Holder Permitted Transferee definition

Holder Permitted Transferee and “Holder Permitted Transferees” have the meanings set forth in the Preamble.
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Examples of Holder Permitted Transferee in a sentence

  • After any transfer in accordance with this Section 12, the rights and obligations of a Holder as to any transferred Registrable Shares shall be the rights and obligations of the Holder Permitted Transferee holding such Registrable Shares.

  • In the case of a Class B Holder that is the executor, administrator, personal representative or guardian of the estate of a deceased Class B Holder, or that is the trustee or receiver of the estate of a bankrupt or insolvent Class B Holder, "Permitted Transferee" means a Permitted Transferee of such deceased, bankrupt or insolvent Class B Holder as determined pursuant to Section H(1)(a) above.

  • In the case of any Class B Holder, "Permitted Transferee" means any person which will hold record (but not beneficial) ownership of shares of Class B Common Stock as nominee for that Class B Holder or a Permitted Transferee of that Class B Holder (determined pursuant to this subsection 3(b)).

  • In the case of a Holder who is the executor, administrator or personal representative of the estate of a deceased Holder, a guardian or conservator of the estate of a disabled Holder, or a trustee of the estate of a bankrupt or insolvent Holder, "Permitted Transferee" means a Permitted Transferee of such deceased, disabled, bankrupt or insolvent Holder as determined pursuant to this Section 2(a) of this Division C.

  • In the case of any Class B Holder, "Permitted Transferee" means any person or entity that will hold record (but not beneficial) ownership of the shares of Class B Stock in question as nominee for the Class B Holder or its Permitted Transferee determined pursuant to subparagraph (i), (ii), (iii), (v) or (vi) of this Section 5(A), as the case may be.

  • In the case of any corporation or limited liability company that is a Restricted Holder, "Permitted Transferee" means (x) any Person with economic ownership of any of the outstanding shares of capital stock entitled to vote generally for the election of directors of such corporation or limited liability company, as the case may be, as of the Effective Date, and the Permitted Transferees of such person, or (y) any entity which is more than 90% owned by such corporation or limited liability company.

  • The Company shall have the period described in Section 4.9(e) to notify the Management Holder or the Management Holder Permitted Transferee, as the case may be, of the Company's election to purchase all or a portion of the applicable Post-Closing Management Stock.

  • In the case of any corporation which is a Class B Holder, "Permitted Transferee" means (X) any person with economic ownership of a majority of the outstanding shares of capital stock entitled to vote generally for the election of directors of such corporation as of the effective date of this Restated Certificate of Incorporation, and the Permitted Transferees of such person, or (Y) any entity which is more than 90% owned by such corporation.

  • In the case of a Class B Holder that is the estate of a deceased, bankrupt or insolvent Class B Holder, "Permitted Transferee" means a Permitted Transferee of such deceased, bankrupt or insolvent Class B Holder.

  • In the case of a holder of Merger Securities which is the estate of a deceased, bankrupt or insolvent Restricted Holder, "Permitted Transferee" means, with respect to each share of Merger Securities transferred to such estate in a Permitted Transfer and with respect to each Subsequent Merger Share, a Permitted Transferee of such deceased, bankrupt or insolvent Restricted Holder.

Related to Holder Permitted Transferee

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

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

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

  • 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.

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

  • Non-Permitted Holder The meaning specified in Section 2.11(b).

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • 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.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

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

  • Permitted Holders means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

  • 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.

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

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

  • 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.

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

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

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

  • 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.”

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

  • Permitted Assignees means: (a) Agent, any Lender or any of their direct or indirect Affiliates; and (b) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity.

  • 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.

  • Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Non-permitted Foreign Holder As defined in Section 3.03(f).