Prohibited Holder definition

Prohibited Holder means, unless such Transfer to a Prohibited Holder is otherwise unanimously approved by the Board, (a)(i) with respect to the Common Members, any Person (or a controlling or controlled Affiliate thereof) listed on Schedule A, as such Schedule may be updated from time to time by the Board acting unanimously; provided, that, solely with respect to any Rollover Member, no change to Schedule A shall be effective without the prior consent of such Rollover Member, and (ii) with respect to the MSD Member, any Person listed on Schedule B, as such Schedule may be updated from time to time by the Board acting unanimously; provided, that no change to Schedule B shall be effective without the prior consent of the MSD Member, and (b) so long as the DirecTV Agreement (or any extension or replacement thereof) is in effect, (i) any entity (including, without limitation, any individual system of any entity) and/or collection of entities (e.g., In Demand, TVN) that distributes or sub-distributes any Event or any portion thereof in the United States and its territories and possessions, including, without limitation, Puerto Rico (or in any portion thereof) by any technology whatsoever, (ii) any network or motion picture studio, or (iii) with respect to clauses (i) and (ii), any of their respective Affiliates.
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Prohibited Holder is defined in Section 6(b)(v) of this Agreement.
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Prohibited Holder means, with respect to any purported Transfer which is a transfer of equity interests in a direct or indirect (including through attribution under Sections 544 and 856(b) of the Code) holder of Capital Stock, the direct holder of Capital Stock in respect to which such purported Transfer occurs.
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Examples of Prohibited Holder in a sentence

  • Every Holder of a Residual Certificate shall be deemed to have consented to such amendments to the Pooling Agreement as may be required to further effectuate the restrictions on transfer of Residual Certificates to a disqualified organization, an Agent, an ERISA Prohibited Holder or a Non-permitted Foreign Holder.

  • That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer of the Class A-R Certificate to such a "disqualified organization," an agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.

  • For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan subject to the fiduciary provisions of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and/or Code Section 4975 or any governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of such a Plan.

  • Notwithstanding anything to the contrary in this Agreement, other than in an Approved Company Sale, in no event shall any Member Transfer all or any portion of their respective Membership Interests prior to an IPO to a Prohibited Holder.

  • Any Person who acquires or attempts to acquire shares of Common Stock, which, if such acquisition were completed, would cause such Person to become a Prohibited Holder, or any Person who becomes an Excess Share Transferor, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request.

  • Any MLB Employee, MLB Holder, 10% Holder or Controlling Stockholder is hereinafter referred to as a “Prohibited Holder.” Notwithstanding anything contained in these Restated Articles, no Person shall become a Prohibited Holder, including, without limitation, an MLB Employee, MLB Holder, 10% Holder or Controlling Stockholder, for any purpose under this Article XI, unless and until the Corporation has Actual Knowledge (as defined below) that such Person is a Prohibited Holder.

  • Any Person who acquires or attempts to acquire shares of Liberty Braves Common Stock, which, if such acquisition were completed, would cause such Person to become a Prohibited Holder, or any Person who becomes an Excess Share Transferor, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request.

  • Every holder of a Residual Certificate shall be deemed to have consented to such amendments to the Pooling Agreement as may be required to further effectuate the restrictions on transfer of Residual Certificates to a disqualified organization, an Agent, an ERISA Prohibited Holder or a Non-permitted Foreign Holder.

  • Any MLB Employee, MLB Holder or 10% Holder is hereinafter referred to as a “Prohibited Holder.” Notwithstanding anything contained in this Certificate, no Person shall become a Prohibited Holder, including, without limitation, an MLB Employee, MLB Holder, or 10% Holder, for any purpose under this paragraph (m), unless and until the Corporation has Actual Knowledge (as defined below) that such Person is a Prohibited Holder.

  • Neither Newco nor any ---------------------------------------------- subsequent Holder shall effect a Disposition of any Shares, if such Person knows or has reasonable grounds to believe that the purchaser would be a Prohibited Holder after giving effect to such Disposition until after the tenth anniversary of the Closing Date.


More Definitions of Prohibited Holder

Prohibited Holder. As defined in Section 5.02(d).
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Prohibited Holder means any Person that:
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Prohibited Holder means any Person (other than RRD or an Affiliate of ----------------- RRD) that (i) competes with RRD and has sales in the businesses in which it so competes with RRD in excess of 5% of the consolidated net sales of RRD, or (ii) competes with the Corporation and has sales in the businesses in which it so competes with the Corporation in excess of 10% of the consolidated net sales of the Corporation; provided, that neither Resource Holdings, Inc., a Delaware -------- corporation, nor any Affiliate thereof shall constitute a Prohibited Holder;
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Prohibited Holder shall have the meaning ascribed to such term in Section 3.1(h).
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Related to Prohibited Holder

  • ERISA Prohibited Holder means an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or investing the assets of such a Plan.

  • Prohibited Transferee means any Person who is a:

  • Prohibited Person means any Person:

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Prohibited Party As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

  • 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.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

  • Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Prohibited Persons As defined in Section 39.1.

  • Prohibited Acts means the acts specified in Clause 33 (Prohibited Acts);

  • Prohibited Transactions means a personal securities transaction prohibited by this Code.

  • Prohibited Owner means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.9(ii)(a), would Beneficially Own or Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of the Shares that the Prohibited Owner would have so owned.

  • Excepted Holder means a Stockholder for whom an Excepted Holder Limit is created by the Charter or by the Board pursuant to Section 5.9(ii)(g).

  • Targeted Holder means each holder of (i) a right to receive interest or principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate; provided, however, that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

  • Prohibited Act means: to directly or indirectly offer, promise or give any person working for or engaged by the Customer and/or the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; or committing any offence: under the Bribery Act 2010; or under legislation creating offences concerning Fraud; or at common law concerning Fraud; or committing or attempting or conspiring to commit Fraud;

  • Designated Holder means the Holder of Note A-1.

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated July 19, 2004 as supplemented by the prospectus supplement dated July 26, 2004, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Benefit Plan Investor means an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code or an entity whose underlying assets include plan assets of any of the foregoing.

  • Prohibited conduct means bullying or cyberbullying as defined in this policy or retaliation or reprisal for asserting, alleging, reporting, or providing information about such conduct or knowingly making a false report about bullying.

  • Disqualified Holder means any holder of shares of stock of the Corporation whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.