Initiating Holder has the meaning set forth in Section 2.01(a).
Proposed Transferee has the meaning set forth in Section 2.4(a).
Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.
Initiating Member shall have the meaning provided in Section 15.2(a).
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.
Registration Notice has the meaning specified in Section 2.1(a).
Demand Registration Notice has the meaning set forth in Section 2.1.
Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.
Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.
Initiating tribunal means the tribunal of a state or foreign country from which a petition or comparable pleading is forwarded or in which a petition or comparable pleading is filed for forwarding to another state or foreign country.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Proposed Sale has the meaning set forth in Section 2.4(a).
Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.
Proposed Purchaser shall have the meaning set forth in Section 5.7(a).
Initiating Party means a party who gives notice under section 2 of this Schedule;
Co-Sale Notice has the meaning set forth in Section 5.3.
Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).
Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).
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.
Initiating state means a state in which a proceeding pursuant to this or a substantially similar reciprocal law is commenced.
Requesting Holder shall have the meaning given in subsection 2.1.1.
Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.