Partial Rights Transferee definition

Partial Rights Transferee means (i) any Person to whom a Principal Stockholder (A) Transfers 20% or more of the Common Shares held by Apollo or Popular as of the date of this Agreement and (B) has made or is making an Assignment in Part and, except as set forth in Section 10(d), solely to the extent of such Assignment in Part, and (ii) any Person to whom a Partial Rights Transferee (A) Transfers 100% of the Common Shares acquired by such Partial Rights Transferee in connection with the Assignment in Part pursuant to which such Partial Rights Transferee became a Partial Rights Transferee and (B) has made or is making an Assignment in Part of all rights assigned to such Partial Rights Transferee and, except as set forth in Section 10(d), solely to the extent of such Assignment in Part; provided that, in each case, (x) such Transferee (1) has acquired such Common Shares in one or more Transfers of Common Shares which are in compliance with the terms and conditions of this Agreement, including the requirements set forth in Section 4 hereof and (2) has agreed in writing to comply with the terms and conditions of this Agreement applicable to Partial Rights Transferees, (y) in the case of an Assignment in Part by a Principal Stockholder involving the assignment of a 5% Board Right or 10% Board Right, such Principal Stockholder shall not make such Assignment in Part unless it and such Transferee have agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) whether the Director(s) nominated by such Principal Stockholder or such Transferee shall resign from the Board in the event such Principal Stockholder loses its right under Section 2 to nominate one or more Directors, and (z) in the case of an Assignment in Part by a Partial Rights Transferee, such Partial Rights Transferee shall not make such Assignment in Part until such Transferee has agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) to be bound by the agreement in respect of the resignation of Directors set forth in clause (y) above between such Partial Rights Transferee and the Principal Stockholder who made the initial Assignment in Part giving rise to such rights.
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Partial Rights Transferee means (i) any Person to whom a Principal Stockholder (A) Transfers 20% or more of the Common Stock held by Apollo or Popular as of the date of this Agreement and (B) has made or is making an Assignment in Part and, except as set forth in Section 10(d) to the Stockholder Agreement, solely to the extent of such Assignment in Part and (ii) any Person to whom a Partial Rights Transferee (A) Transfers 100% of the Common Stock acquired by such Partial Rights Transferee in connection with the Assignment in Part pursuant to which such Partial Rights Transferee became a Partial Rights Transferee and (B) has made or is making an Assignment in Part of all rights assigned to such Partial Rights Transferee and, except as set forth in Section 10(d) to the Stockholder Agreement, solely to the extent of such Assignment in Part; provided, that, in each case, (x) such Transferee (1) has acquired such Common Stock in one or more Transfers of Common Stock that are in compliance with the terms and conditions of this Agreement, including the requirements set forth in Section 4 of the Stockholder Agreement and (2) has agreed in writing to comply with the terms and conditions of this Agreement applicable to Partial Rights Transferees, (y) in the case of an Assignment in Part by a Principal Stockholder involving the assignment of a 5% Board Right or 10% Board Right (in each case as defined in the Stockholder Agreement), such Principal Stockholder shall not make such Assignment in Part unless it and such Transferee have agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) whether the Director(s) nominated by such Principal Stockholder or such Transferee shall resign from the Board in the event such Principal Stockholder loses its right under Section 2 to the Stockholder Agreement to nominate one or more Directors and (z) in the case of an Assignment in Part by a Partial Rights Transferee, such Partial Rights Transferee shall not make such Assignment in Part until such Transferee has agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) to be bound by the agreement in respect of the resignation of Directors set forth in clause (y) above between such Partial Rights Transferee and the Principal Stockholder who made the initial Assignment in Part giving rise to such rights.
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Partial Rights Transferee shall have the meaning set forth in the Stockholder Agreement.
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Examples of Partial Rights Transferee in a sentence

  • For the avoidance of doubt and subject to Section 10(c), the grant of the Partial Rights Transferee Rights to any Partial Rights Transferee pursuant to this Section 10(d) in and by itself shall not cause the loss of any such rights by the assigning Principal Stockholder.

  • For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 5% or more, the Company shall furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), as promptly as practicable, but in any event within five days after adoption by the Board, the Business Plan.

  • The Company will also furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), within a reasonable time after its preparation, any amendment to such previously delivered Business Plan.

  • Except as set forth in Section 2 of the Stockholder Agreement, the immediately preceding sentence shall be the exclusive means for a stockholder (other than a Principal Stockholder or Partial Rights Transferee pursuant to a Director Nomination Right) to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before a special meeting of stockholders.

  • This Section 5.2 may not be amended, modified or repealed without the prior written consent of each Principal Stockholder and Partial Rights Transferee entitled to nominate a Director pursuant to Section 2 of the Stockholder Agreement.

  • If any Principal Stockholder or its Partial Rights Transferee has any director designation rights pursuant to Section 2 of the Stockholder Agreement, an alternate member of any director designated by such Principal Stockholder or Partial Rights Transferee shall be designated by such Principal Stockholder or Partial Rights Transferee.

  • In the event the Undersigned is a Partial Rights Transferee, the Undersigned hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Stockholder Agreement, including those applicable to Partial Rights Transferees.

  • If any Principal Stockholder or its Partial Rights Transferee has any director designation rights pursuant to the Stockholder Agreement, an alternate member of any director designated to the board of directors of Holdco by such Principal Stockholder or Partial Rights Transferee shall be designated by such Principal Stockholder or Partial Rights Transferee.

  • If any Principal Stockholder or its Partial Rights Transferee has any director designation rights pursuant to the Stockholder Agreement, an alternate committee member of any Member designated to the board of directors of Holdco by such Principal Stockholder or Partial Rights Transferee shall be designated by such Principal Stockholder or Partial Rights Transferee.

  • Unless otherwise prohibited by applicable Law or regulation, for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, such Principal Stockholder or its Partial Rights Transferee, as applicable, shall have the right to representation on each committee of the Board in the same proportion as the number of Directors, if any, nominated by such Principal Stockholder or such Partial Rights Transferee, as applicable, bears to the total number of Directors (the “Committee Rights”).


More Definitions of Partial Rights Transferee

Partial Rights Transferee means (i) any Person to whom a Principal Stockholder (A) Transfers 20% or more of the Common Stock held by Apollo or Popular as of the date of this Agreement and (B) has made or is making an Assignment in Part and, except as set forth in Section 10(d) to the Stockholder Agreement, solely to the extent of such Assignment in Part and (ii) any Person to whom a Partial Rights Transferee (A) Transfers 100% of the Common Stock acquired by such Partial Rights Transferee in connection with the Assignment in Part pursuant to which such Partial Rights Transferee became a Partial Rights Transferee and (B) has made or is making an Assignment in Part of all rights assigned to such Partial Rights Transferee and, except
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Partial Rights Transferee means (i) any Person to whom a Principal Stockholder (A) Transfers 20% or more of the Common Shares held by Apollo or Popular as of the date of this Agreement and (B) has made or is making an Assignment in Part and, except as set forth in Section 10(d), solely to the extent of such Assignment in Part, and
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Related to Partial Rights Transferee

  • Burial right means a right of earth interment.

  • Preferential Rights means any right or agreement that enables any Person to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection with (a) the sale, assignment or other transfer of any Asset or any interest therein or portion thereof, or (b) the execution or delivery of this Agreement or the consummation or performance of the terms and conditions contemplated by this Agreement.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Commercial Rights means any and all rights of a commercial nature connected with the Event including, without limitation, broadcasting rights, sponsorship rights, merchandising and licensing rights, ticketing rights, promotional rights, catering and hospitality rights, New Media rights and interactive games rights;

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • 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.

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

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Original Rights shall have the meaning set forth in the definition of "Beneficial Owner" above.

  • Rights Holder means the holder of the Call Rights.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • right holder means a person or a legal entity that was previously granted or lawfully acquired a fishing right or which will be granted a right in the allocation process envisaged in this Policy.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Purchase Right means an option to purchase shares of Common Stock granted pursuant to the Plan.

  • 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.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

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

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

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

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)