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.
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).
Permitted Transfers has the meaning set forth in Section 4.2.17(d).
Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.
Non-Permitted Transferee A Person other than a Permitted Transferee.
Temporary Transfer means a transfer which involves an absence for a period not exceeding four months;
Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.
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.
Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;
Proposed Transferee has the meaning set forth in Section 2.4(a).
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.
In-the-Money Option means a Company Option that has an exercise price per Company Share that is less than the Consideration per Company Share.
Involuntary Withdrawal means, with respect to any Member, the occurrence of any of the following events:
In-the-Money Options means the excess of the market value of the Company’s shares on December 31, 2021 over the exercise price of the options.
Permitted Transfer has the meaning set forth in Section 10.02.
Redemption Call Right has the meaning ascribed thereto in the Plan of Arrangement.
Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.
Preemptive Right has the meaning set forth in Section 9.6(a).
Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.
Call Rights As defined in Section 9.01(f).
Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.
Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).
Eligible Security means a security that:
Exempt Transfer means, in relation to shares held by a member:
Minimum Transfer Amount means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.