Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.
Class Licence Allowance Gross All-Purpose Wage A" Class Licence per week per hour 1 945.50 69.45 1,014.95 26.7092 2 989.15 69.45 1,058.60 27.8579 3 1,032.80 69.45 1,102.25 29.0066 4 1,076.45 69.45 1,145.90 30.1553 5 1,120.10 69.45 34.05 1,223.60 32.2000 48.20 1,271.80 33.4683 6 1,163.75 69.45 34.05 1,267.25 33.3487 48.20 1,315.45 34.6170 7 1,251.05 69.45 34.05 1,354.55 35.6461 48.20 1,402.75 36.9143 8 1,338.35 69.45 34.05 1,441.85 37.9434 48.20 1,490.05 39.2117 9 1,382.00 69.45 34.05 1,485.50 39.0921 48.20 1,533.70 40.3604 10 1,512.95 69.45 34.05 1,616.45 42.5382 48.20 1,664.65 43.8064
Excluded Intellectual Property means any (i) Intellectual Property listed in Section 2.5(a) of the Seller Disclosure Letter under the caption “Excluded Intellectual Property,” and (ii) Intellectual Property owned, licensed to, or used by Seller or its Affiliates, other than, with respect to clause (ii), any and all Intellectual Property owned exclusively by the ACBR Entities.
Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.
Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.
Performing Non-Cash Pay High Yield Securities means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.
After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).
Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).
distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;
TP means fibre network termination point at the Installation Address.
Transferred Intellectual Property has the meaning set forth in Section 2.1(k).
Excluded Entities has the meaning set forth in Section 2.2(b)(iv).
Shared Contract shall have the meaning set forth in Section 2.8(a).
Shared Contracts means agreements, arrangements, commitments or understandings, whether or not in writing, between one or more members of the Publishing Group and / or one or more members of the Distributing Group, on the one hand, and any Third Parties, on the other hand, that are used in the conduct of, or directly benefit or burden, either (i) both the Distributing Business and the Publishing Business or (ii) the Business of a Group not party thereto.
Transaction Category means the particular type of repurchase transaction effected hereunder, as determined with reference to the term of the transaction and the categories of Securities that constitute Eligible Securities therefor, which term shall include FICASH I Transactions, FICASH II Transactions, FICASH III Transactions, FITERM I Transactions, FITERM II Transactions, FITERM III Transactions, and such other transaction categories as may from time to time be designated by the Funds by notice to Seller, Custodian and Repo Custodian.
Outsourcing facility means a facility that is engaged in the compounding of sterile drugs and is currently registered as an outsourcing facility with the U.S. Secretary of Health and Human Services and that complies with all applicable requirements of federal and state law, including the Federal Food, Drug, and Cosmetic Act.
UPC means the Uniform Plumbing Code.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.
Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.
Distributed generation facility means a facility owned and operated by a member of the Cooperative for the production of electrical energy that:
Distributed Generation means generating plant equipment collectively used for generating electricity that is connected, or proposed to be connected, to the Network or a Customer's Installation, but does not include:
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.
Third-party logistics provider means a person that provides or coordinates warehousing of or other logistics services for a drug or device in interstate commerce on behalf of a manufacturer, wholesale distributor, or dispenser of the drug or device but does not take ownership of the product or have responsibility for directing the sale or disposition of the product.
Company Intellectual Property Assets means the Intellectual Property Assets used or owned by the Company or any of its subsidiaries.
Target Group means the Target and its Subsidiaries.