Minority Transferor definition

Minority Transferor has the meaning set forth in Section 3(b) hereto.
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Minority Transferor shall have the meaning set forth in Section 4.1(a).
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Examples of Minority Transferor in a sentence

  • If the MCE Shareholders do not give a notice to the Minority Transferor within the period stated in clause 24.4 of the MCE Shareholders’ acceptance or rejection of the Sale Offer in its entirety under clause 24.2, the MCE Shareholders are deemed to have rejected the Sale Offer in its entirety.

  • The Company may elect to purchase all or any portion of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor within 15 days after the Transfer Notice has been given to the Company.

  • The Company may elect to purchase all or any portion of the Covered Securities to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor and each Significant Securityholder within 15 days after the Transfer Notice has been given to the Company.

  • In the event of such dispute, a determination of the equivalent value cash price shall be made as soon as practicable after delivery of the Offer by an Appraiser mutually agreeable to the Minority Transferor and the Board.

  • If for any reason the Company does not elect to purchase all of the Stockholder Shares to be transferred, the Significant Stockholder(s) shall be entitled to purchase the Stockholder Shares which the Company has not elected to purchase (the "Available Shares"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Minority Transferor within 30 days after the Transfer Notice has been given to the Significant Stockholder(s).

  • In the case of a Minority Sale in which the prospective purchaser's terms include consideration other than cash or deferred payments, the Offer by the Minority Transferor shall set forth as the proposed third party sale price an equivalent value cash price; provided, however, that the Board may in good faith dispute the equivalent value cash price set forth in the Offer by providing a notice in writing ("Notice of Dispute") to the Minority Transferor within five days of the giving of the Offer.

  • The Company may elect to purchase all or any portion of the Securityholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor within 15 days after the Transfer Notice has been given to the Company.

  • If the Minority Transferor and the Board are unable to select an Appraiser by mutual agreement within five days following the date the Notice of Dispute is provided, the Board and the Minority Transferor shall each select an Appraiser, and the two Appraisers so selected shall select the Appraiser who shall determine the equivalent value cash price for purposes hereof.

  • If the Minority Transferor and the Board are unable to select an Appraiser by mutual agreement within five (5) days following the date the Notice of Dispute is provided, the Board and the Minority Transferor shall each select an Appraiser, and the two (2) Appraisers so selected shall select the Appraiser who shall determine the equivalent value cash price for purposes hereof.

  • The Company (or its designee) may elect to purchase all or any portion of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor within 8 business days after the Transfer Notice has been given to the Company (the "Company Exercise Period").

Related to Minority Transferor

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • 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.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Single Asset Entity means a Person (other than an individual) that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more Single Asset Entities that directly or indirectly own such single Property and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entity, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • 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.

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Exempt Irish Investor for the present purposes means:

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

  • Unconsolidated Affiliate means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

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

  • Disposing Member is defined in Section 4.1.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Company Transaction means the consummation of

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.