Involuntary Transfer Event definition

Involuntary Transfer Event shall have the respective meanings set forth in Section 6 of this Agreement.
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Involuntary Transfer Event means: (a) the conviction, or plea of nolo contendere, by Subscriber or any owner, manager, director, employee, volunteer or affiliate of Subscriber if Subscriber is an entity, (i) to a violation relating to the unlawful distribution and/or possession with intent to distribute, manufacture, import or export, cannabis in violation of any state or federal statute, (ii) to a criminal offense relating to the sale or possession of illegal drugs, narcotics or controlled substances not described in clause (a)(i), and (iii) to any felony not described in clauses (a)(i) or (a)(ii); (b) the failure of Subscriber to comply with any licensing requirement imposed by the Acts and otherwise developed by the Company to ensure compliance therewith (“Licensing Requirements”); (c) the failure of Subscriber to submit to the Company within twenty one (21) days following the Company’s written request: (i) if the Subscriber is an entity, its organizational and operational documents and, immediately following their execution, any amendments thereto, (ii) if the Subscriber is an entity, a current roster of its owners, managers, directors, employees and volunteers and (iii) a certified copy of the criminal background checks of the Subscriber, and if the Subscriber is an entity, certified copies of the criminal background checks of each of such entity’s owners, managers, directors, employees and volunteers; (d) a determination by any governmental authority that Subscriber or any of its affiliates or equity holders is not suitable to hold a direct or indirect equity interest in the Company; or (e) the board of the Company reasonably determines that Subscriber or any of a Subscriber’s equity holders has breached any of the representations, warranties, covenants or agreements set forth in this Agreement and that such breach presents a demonstrable, clear, present, continuing and material threat of harm to the business and affairs of the Company or its affiliates; provided, that in all such cases, if the event giving rise to the Involuntary Transfer Event is capable of being cured, the Company shall provide written notice to the Subscriber describing the Involuntary Transfer Event and setting forth the cure period, and the determination that an “Involuntary Transfer Event” has occurred shall not be made until the expiration of any applicable cure periods for the event giving rise to the Involuntary Transfer Event, and which cure may include, without limitation, in the case that the Invo...
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Involuntary Transfer Event occurs in the event that an Initial Holder (a) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, (b) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such holder’s Multiple Voting Shares or Proportionate Voting Shares and such involuntary petition, assignment or attachment is not discharged within 30 days after its effective date, or (c) is subjected to any other possible involuntary Transfer of such Initial Holder’s Multiple Voting Shares or Proportionate Voting Shares by legal process including, without limitation, an assignment or Transfer pursuant to a marital dissolution or divorce decree.
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Examples of Involuntary Transfer Event in a sentence

  • Upon the occurrence of any of the events specified in Paragraph 1, the Withdrawing Shareholder or the personal representative of the Withdrawing Shareholder shall notify the Company of the Involuntary Transfer Event.

  • The Company shall notify the Non-Withdrawing Shareholders of the Involuntary Transfer Event and the number of Shares owned by the Withdrawing Shareholder.

  • Upon the occurrence of any event specified in Section 6(a) (an "Involuntary Transfer Event"), first the Company and then the other Shareholders pro rata shall have the right to purchase the Shares as if the Shareholder had made an offer to sell the Shares.

  • The Company will notify the Non-Withdrawing Shareholders of the Involuntary Transfer Event and the number of Shares owned by the Withdrawing Shareholder.

  • Within 90 days after the occurrence of an Involuntary Transfer Event, the Shareholder or his trustee in bankruptcy, personal representative, conservator, or guardian (as appropriate) shall give notice to the Company of the Involuntary Transfer Event, specifying the date of the event and describing in reasonable detail the nature of the Involuntary Transfer Event and the number of Shares affected.

  • References to the Initial Holder transferring the Subject Multiple Voting Shares pursuant to the Purchase Obligation (the “Transferring Initial Holder”) shall include any executor, personal representative or administrator upon the death or Disability of such Transferring Initial Holder or a trustee or receiver in the event of an Involuntary Transfer Event.

  • Upon receipt of such notice, the Company shall notify the Non-Withdrawing Shareholders of the Involuntary Transfer Event and the number of Shares owned by the Withdrawing Shareholder.

  • Only one arbitration proceeding may be conducted pursuant to this Section 6(d) in connection with each sale of Shares upon an Involuntary Transfer Event.

  • The notice shall be deemed to be an offer to sell the Shares affected by the Involuntary Transfer Event first to the Company and then the Other Shareholders pro rata at a price, in cash, equal to the Fair Market Value of the Shares.

  • The purchase price per share to be paid for any Transfer of Shares due to an Involuntary Transfer Event (the “Purchase Price”) shall be: (Check one) ☐ $ per share.


More Definitions of Involuntary Transfer Event

Involuntary Transfer Event has the meaning set forth in Section 6(a).
Sample 1
Involuntary Transfer Event means an event that occurs if an Initial Holder (a) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, (b) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such holder's Resulting Issuer Multiple Voting Shares or Resulting Issuer Proportionate Voting Shares and such involuntary petition, assignment or attachment is not discharged within 30 days after its effective date, or (c) is subjected to any other possible involuntary transfer of such Initial Holder's Resulting Issuer Multiple Voting Shares or Resulting Issuer Proportionate Voting Shares by legal process including, without limitation, an assignment or transfer pursuant to a marital dissolution or divorce decree.
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Related to Involuntary Transfer Event

  • Involuntary Transfer means any Transfer of Shares, or proposed Transfer of Shares, (i) in the case of a Member who is a natural person, upon such Member’s death or the entry by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s person or such Member’s property; (ii) in the case of a Member that is a trust, the termination of the trust, (iii) in the case of a Member that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) in the case of a Member that is an estate, the distribution by the fiduciary of the estate’s interest in the Company; and (v) in the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter.

  • Voluntary Transfer is a transfer from one assignment to another within the jurisdiction of The Peel District School Board, initiated by the Teacher as per this Article.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • 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.

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include (a) any action described in or contemplated by the Separation Agreement or any Ancillary Agreement, (b) any action that is undertaken pursuant to the Restructuring or the Distribution, or (c) any compensatory payment or compensatory transfer in respect of services made as a result of, or in connection with, the Restructuring or the Distribution (which shall be treated as paid immediately before the Distribution on the Distribution Date).

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Involuntary Withdrawal means, with respect to any Member, the occurrence of any of the following events:

  • Total Transfer Amount For any Distribution Date and for any Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group.

  • Put Event means the occurrence of:

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • 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.

  • Principal Transfer Amount For any Distribution Date and any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Stated Principal Balance of the Mortgage Loans in such Group.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Potential Adjustment Event means any of the following:

  • Servicing Transfer Event means any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan is required to be transferred to the Special Servicer from the Master Servicer.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Private event means a social gathering or event attended

  • Specified Cause Event shall have the meaning set forth in the SLDs.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.