Illegal Transfer Notice definition

Illegal Transfer Notice has the meaning ascribed thereto in Section 6.2 hereof.
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Illegal Transfer Notice. 10.2 "Indemnified Party" and "Indemnified Parties" 14.1 "Intellectual Property" 4.24 "License(s)" 4.5 "Losses" 14.1 "Multiemployer Plan" 4.12(d) "New Securities" 7.2(b) "Nonpayment Default" 11.3 "Note Indebtedness"
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Illegal Transfer Notice has the meaning ascribed thereto in Section 7.2 hereof. "Indemnified Party" or "Indemnified Parties" has the meaning ascribed thereto in Section 9.1(a) hereof. "Intellectual Property" has the meaning ascribed thereto in Section 4.23(a) hereof. "IRS" means the Internal Revenue Service or any successor agency. "License" or "Licenses" has the meaning ascribed thereto in Section 4.3 hereof. "Lien" means any mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement or other security interest, encumbrance or other title defect in or on any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale, trust receipt or other title retention agreement with respect to any Property or asset of such Person. "Losses" has the meaning ascribed thereto in Section 9.1(a) hereof. "Material Adverse Effect" has the meaning ascribed thereto in Section 4.1 hereof. "Multiemployer Plan" has the meaning ascribed thereto in Section 4.10 hereof. "Officers' Certificate" means a certificate executed on behalf of the Company by (a) the Chairman of the Board of Directors (if an officer) or the President or one of the Vice Presidents of the Company and (b) the Treasurer or one of the Assistant Treasurers or the Secretary or one of the Assistant Secretaries of the Company. "Other Purchasers" has the meaning ascribed thereto in Section 1 hereof. "Other Stock Purchase Agreements" has the meaning ascribed thereto in Section 1 hereof. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or other agency or political subdivision thereof. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. "Purchaser" except as defined elsewhere in this Agreement, has the meaning ascribed thereto in the introduction hereof. "Purchasers" except as defined elsewhere in this Agreement, shall mean the Purchaser and the Other Purchasers. "Purchasers' Counsel" means with respect to Fidelity Copernicus Fund, L.P. and Fidelity Galileo Fund, L.P., Goodwin, Procter & Hoar, a pxxxxxxxhip includinx professional corporations, acting as special counsel to certain of the Purchasers in connection with the transactions contemplated hereunder; and with respect to HBI Financial Inc., means Lath...
Sample 1

Examples of Illegal Transfer Notice in a sentence

  • If for any reason the Corporation (after having been furnished with the opinion required to be furnished pursuant to this Section 4(b)) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Corporation that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holder shall thereupon be entitled to transfer the Restricted Security as proposed.

  • If for any reason the REIT (after having been furnished with the opinion required to be furnished pursuant to this Section 6.2), shall fail to notify such holder within ten business days after such holder shall have delivered such notice of opinion to the REIT that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed.

  • If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this Section 7.2) shall fail to notify such holder within 5 business days after such holder shall have delivered such opinion to the Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed.

  • Even assuming abortion is relatively safe for women (other outpa- tient procedures are as well), it cannot seriously be disputed that problems can, and do, sometimes arise.

  • The promising practices presented in this policy paper, although directed at teachers, can be adapted and used by students to improve their metacognitive skills for goal-setting, planning, monitoring, and reflection.

  • If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this Section 8.2) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed.

  • If for any reason the REIT, (after having been furnished with the opinion required to be furnished pursuant to this Section 11.2) shall fail to notify such holder within ten (10) business days after such holder shall have delivered such notice or opinion to the REIT, that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed.

  • If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this Section 8.2) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice''), such holders shall thereupon be entitled to transfer the Restricted Security as proposed.

  • If for any reason the Issuer (after having been furnished with the opinion required to be furnished pursuant to this Section 11.6) shall fail to notify such holder within 5 days after such holder shall have delivered such description and/or opinion to the Issuer that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holders shall thereupon be entitled to consummate the transfer of the Restricted Security as proposed.

Related to Illegal Transfer Notice

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • ROFO Notice is defined in Section 6.2(a).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Pre-Notice shall have the meaning ascribed to such term in Section 4.13.

  • Disposition Notice is defined in Section 5.2(a).

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Non-Renewal Notice shall have the meaning set forth in Section 2.

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • 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.

  • 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.

  • Initial Notice shall have the meaning set forth in Section 7.1.

  • Valuation Notice means the notice given by the Partnership pursuant to Section 8.5(b) or Section 8.6(a) and stating the Initial Value at which a Purchase Right is to be exercised or at which a Repurchase Obligation is to be effected.

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Renewal Notice As defined in Section 1.4(a).

  • Termination Notice means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

  • FOIA Notice means a decision notice, enforcement notice and/or an information notice;

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • ROFO Period is defined in Section 6.1(a).

  • Denial notice means a board notification denying an application for the issuance or renewal of a license as required by the Act.

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).