Private Transferee definition

Private Transferee means a Person that acquires Economic Interests from a Member in compliance with this Agreement, other than pursuant to a broadly distributed underwritten registered public offering or Rule 144 under the Securities Act, and that is not a member of an Affiliate Group immediately prior to such acquisition.
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Private Transferee means any Person to whom Registrable Securities or Warrants are transferred by Blackstone, or by another Private Transferee, who agrees to be bound by the terms of this Agreement pursuant to Section 7(a), in a transaction not involving a Public Offering.
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Private Transferee means any Person to whom Registrable Securities or Warrants are transferred by Blackstone, or by another Private Transferee, who agrees to be
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Examples of Private Transferee in a sentence

  • By accepting the Transfer of any of the Registrable Securities, a Private Transferee will be deemed to have agreed to be bound by this Agreement as a Holder.

  • If any shares of Common Stock are transferred to any Private Transferee (other than an Affiliated Transferee who is required to agree in writing to be bound by this Agreement or a Permitted Transferee), then upon the request of the Private Transferee the second sentence of the legend required by Section 3.2(a) shall be removed from the certificate evidencing the applicable Common Stock.


More Definitions of Private Transferee

Private Transferee means any Person (including any Affiliated Transferee) who acquires any Common Stock upon any sale, assignment, transfer, distribution, participation in, pledge, transfer or other disposition from a Holder or a direct or indirect Private Transferee thereof, other than (i) pursuant to a Public Offering or (ii) pursuant to Rule 144 under the Securities Act after the Initial Public Offering. The term "Private Transferees" shall mean any combination of such Private Transferees and, with respect to any Holder, "Private Transferees" shall mean the specified combination of such Private Transferees.
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Related to Private Transferee

  • Affiliate Transferee has the meaning set forth in Section 3.2(a).

  • 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.

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

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

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

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

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

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

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

  • Affiliate Transfer is defined in Section 7.03(a)(i).

  • 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.”

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

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

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

  • Private transcript means a transcript, including but not limited to a deposition transcript that is paid for by a private party.

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

  • Private Person means any person, firm, entity or individual who or which is other than a "governmental unit" as that term is used in Sections 141 and 148 of the Code.

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • Substitute Purchaser is defined in Section 21.

  • Modified Eligible Transferee means any bank, financial institution or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities and other financial assets.

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

  • 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;

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

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

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events: