Named Third Party definition

Named Third Party is defined in Section 4.1(a) hereof.
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Examples of Named Third Party in a sentence

  • The certificate(s) (or evidence of delivery of uncertificated Common Shares) delivered to the Transferring Stockholder (or the Transferring Stockholder’s designee) by the Tag-Along Stockholders shall be transferred to the Named Third Party as part of the consummation of the Transfer of Common Shares pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice.

  • If the Tag-Along Stockholders do not send a Participation Notice during the Participation Period or otherwise decline to participate in the proposed Transfer, the Transferring Stockholder shall be permitted to consummate a transaction with the Named Third Party on substantially the same terms as the terms set forth in the Transfer Notice, provided that the closing of such transaction occurs within ninety (90) days after the delivery of the Transfer Notice.

  • If either the actual Third Party Terms or the Named Third Party varies from those specified in the Notice of First Refusal, DTI shall be required to give to MRE a new Notice of First Refusal Rights, and MRE shall have another opportunity to exercise its first refusal rights as provided above.

  • If MRE does not meet such conditions through no fault of DTI, DTI shall be free to make a Grant of DTI Rights, but only to the Named Third Party and only on the same terms and conditions as the Third Party Terms specified in the Notice of First Refusal Rights.

  • Accordingly, DTI shall give written notice to MRE (the "Notice of First Refusal Rights") of the terms and conditions (the "Third Party Terms") on which it has agreed, subject to MRE's right of first refusal, to make any Grant of DTI Rights, which Notice shall identify the proposed third party recipient of such Grant unless DTI is prohibited from doing so by a confidentiality agreement or by law (the "Named Third Party").

Related to Named Third Party

  • Qualified third party means 1 or more of the following:

  • Authorized Third Party means an entity that:

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Unauthorized Third Party means any person or entity that, at the time of the Computer Fraud, is not an Authorized User.

  • BRRD Party means any Underwriter subject to Bail-in Powers.

  • Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.”

  • Nonaffiliated third party means any person except:

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Authorised Third Party means a person authorised by you to initiate trades or close existing trades using your account details, as referred to in Clause 16.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Unlicensed person means any person who is not a licensed dealer under this chapter.

  • Licensed person means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.

  • Third-party payer means an entity that is, by

  • Third Party Product means a product (whether hardware, software or services) supplied to you by a third party;

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Third Party Products means the Third Party Software and Third Party Hardware.

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Third Party Provider means licensors, subcontractors and suppliers of BNYM furnishing the Third Party Products.

  • Third Party(ies) means a person or entity who or which is neither a Party nor an Affiliate of a Party.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.