Permitted Investor Transferee definition

Permitted Investor Transferee has the meaning set forth in Section 4.2.
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Permitted Investor Transferee means any wholly owned (other than directors' qualifying shares) United States Subsidiary of the Investor which, at the time of determination continues to be a wholly-owned (other than directors' qualifying shares) United States Subsidiary of the Investor and, owns shares of Series A Convertible Preferred Stock acquired from the Holder or from the Company during the term of the Investment Agreement and in accordance with the terms thereof.
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Permitted Investor Transferee means with respect to any Investor Group Holder, (i) any Affiliate of such Investor Group Holder if, but only if, at least a majority of the economic and voting interest of such Affiliate is held, directly or indirectly, by such Investor Group Holder or is under common control (based on ownership of the majority of the economic and voting interests), or (ii) any Person who is an Initial Party to this Agreement, PROVIDED, HOWEVER, that a Permitted Investor Transferee shall also mean with respect to the DLJ Investors, (a) any investment manager, investment advisor or partner of such DLJ Investor or an Affiliate of such DLJ Investor, (b) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such DLJ Investor or a Permitted Investor Transferee of such DLJ Investor, (c) any general or limited partner of such DLJ Investor (a "DLJ Partner"), (d) any corporation, partnership or other entity which is an Affiliate of such DLJ Investor or DLJ Partner (collectively, the "DLJ Affiliates"), (e) any managing director, general partner, director, limited partner, officer or employee of such DLJ Investor, such DLJ Partner or any DLJ Affiliate of such DLJ Partner or a DLJ Affiliate, or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of the foregoing Persons referred to in this clause (e) (collectively, "DLJ Associates"), (f) any trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, include only such XXX Xxxxxxxxx, XXX Xxxxxxxxxx, XXX Associates, or their spouses or their lineal descendants, and (g) a voting trustee for one or more DLJ Investors, DLJ Affiliates or DLJ Associates.
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Examples of Permitted Investor Transferee in a sentence

  • Any permitted transferee pursuant to this Section 3.4 must agree in writing to be bound by the provisions of this Agreement (and execute a counterpart signature page or joinder agreement hereto setting forth such obligations) in order to become a party to this Agreement, in which case such Permitted Investor Transferee will be considered a Holder.

  • For the avoidance of doubt, nothing in this Section 3.20 will limit any representations or warranties of any Permitted Investor Transferee in any Joinder.

  • If the Investor Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Investor Parties (other than any Permitted Investor Transferee or any of its Permitted Transferees) shall appoint a new Investor Representative as soon as reasonably practicable by written consent of the KKR Investor Group by sending notice and a copy of the duly executed written consent appointing such new Investor Representative to the Company.

  • After the first anniversary of the date of this Agreement, prior to an Initial Public Offering, an Investor Group Holder may only Transfer its Common Stock or Common Stock Equivalents in accordance with Sections 3.4, 3.5, 3.6 or 3.12 or to a Permitted Investor Transferee.

  • For the avoidance of doubt, Investor may assign its rights and obligations to make Capital Contributions hereunder to Permitted Investor Transferees (for so long as the recipient remains a Permitted Investor Transferee) without the consent of PDC.

  • Each Investor Party (other than any Permitted Investor Transferee or any of its Permitted Transferees) shall be bound by the actions taken by the Investor Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Investor Representative.

  • While Phimister’s analysis shows that the Depression lasted until the outbreak of the Second World War in 1939,41 this study shows that from as early as 1934, the policies implemented by the state started showing positive results, mitigating some of the devastating effects of the Depression.

  • For the avoidance of doubt, the rights set forth herein applicable to Investor and/or any Investor Party shall, as contemplated by this Section 4.2, inure to any Permitted Investor Transferee of an Investor Party.


More Definitions of Permitted Investor Transferee

Permitted Investor Transferee means any private equity fund managed or Controlled by Lime Rock Management LP and the same Persons that, as of the date hereof, Control Lime Rock Management LP (which shall include any Controlled Affiliates, but shall exclude any Lime Rock Resources Entities) and that provides to PDC, prior to any contemplated Transfer, evidence of capitalization sufficient to cover any remaining funding obligations of Investor hereunder. For the avoidance of doubt, no operating portfolio company is a Permitted Investor Transferee.
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Permitted Investor Transferee means any private equity fund managed or Controlled by Lime Rock Management LP and the same Persons that, as of the Closing Date, Controlled Lime Rock Management LP (which shall include any Controlled Affiliates, but shall exclude any Lime Rock Resources Entities) and that provides to PDC, prior to any contemplated Transfer, evidence of capitalization sufficient to cover any remaining funding obligations of Investor hereunder. For the avoidance of doubt, no operating portfolio company is a Permitted Investor Transferee.
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Permitted Investor Transferee has the meaning set forth in the Investment Agreement.
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Related to Permitted Investor Transferee

  • Permitted Investor means collectively, Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners-D, LP, Quantum Strategic Partners and each of their Permitted Transferees (as defined in the Investors Agreement, dated as of March 29, 2018, by and among the Parent and the other signatories thereto).

  • Permitted Investors the collective reference to the Sponsor and its Control Investment Affiliates.

  • Permitted Investment means an Investment by the Company or any Restricted Subsidiary in:

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

  • Qualified Investors means investors who are professional clients (client professionnel/professionele cliënt) or eligible counterparty (contrepartie éligible/in aanmerking komende tegenpartij) as defined in the Belgian Prospectus Law of 16 June 2006 (as amended from time to time). The Qualified Investors may bear a lower Entry Fee (as defined under item 77 of Part A) depending on (i) the evolution of the credit quality of the Issuer (credit spread), (ii) the evolution of interest rates, (iii) the success (or lack of success) of the placement of the Notes, and (iv) the amount of Notes purchased by an investor, each as determined by each relevant distributor (including BNP Paribas Fortis SA/NV) in its sole discretion. Conditions to which the offer is subject: The Offer of the Notes is conditional on its issue.

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

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

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Investments means:

  • 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.

  • Restricted Investment means an Investment other than a Permitted Investment.

  • Permitted Holders means any or all of the following:

  • Widely Held Fixed Investment Trust as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.

  • Approved Investor means any institution which has made a Takeout Commitment and has been approved by Buyer and not subsequently disapproved by Buyer.

  • Qualified investment has the meaning set forth in Section 313.021(1) of the TEXAS TAX CODE, as interpreted by the Comptroller’s Rules.

  • Qualified Investor means any person, who invests a minimum amount of R1 million per hedge fund and who:

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Designated Investor means an Investor (a) that has been approved in writing as a Designated Investor by Administrative Agent and the Required Lenders, in their sole discretion, and (b) in respect of which there has been delivered to Administrative Agent:

  • Exempt Transfer means, in relation to shares held by a member:

  • Wholly-Owned Investment Sub means an entity (i) that is a wholly-owned subsidiary7 of a Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, directly or indirectly, 95% or more of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments on behalf of such Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a license under the SBA Act and issue debentures guaranteed by the SBA); (iii) with respect to which such Regulated Fund’s Board has the sole authority to make all determinations with respect to the entity’s participation under the Conditions to this application; and (iv) (A) that would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act, or (B) that qualifies as a real estate investment trust (“REIT”) within the meaning of Section 856 of the Internal Revenue Code (“Code”) because substantially all of its assets would consist of real properties.

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

  • Qualified Investments means any of the following if and to the extent permitted by law:

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

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).