Qualified Distribution Transferee definition

Qualified Distribution Transferee means any Person that meets the following conditions: (i) at the time of any acquisition by it of Beneficial Ownership of Equity Securities, it is a Subsidiary of Liberty, (ii) thereafter, by reason of a Distribution Transaction, it ceases to be a Subsidiary of Liberty, (iii) if the Distribution Transaction pursuant to which such Person ceases to be a Subsidiary of Liberty occurs prior to the second anniversary of the Effective Time, then, immediately prior to such Distribution Transaction, such Person (or, if such Person is not the Liberty Spinco, the Liberty Spinco) is a wholly owned Subsidiary of Liberty, and (iv) prior to such Distribution Transaction (a) it and, if required by Section 5.01(a), the Liberty Spinco, enters into the amendment contemplated by Section 5.01(a) hereof and (b) it and, if required by Section 5.1 of the Stockholders Agreement, the Liberty Spinco enters into the amendment contemplated by Section 5.1 thereof.
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Qualified Distribution Transferee has the meaning ascribed to it in the Governance Agreement.
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Qualified Distribution Transferee means any person that meets the following conditions: (i) at the time of any transfer to it of Voting Securities, it is an Affiliate of Investor, (ii) thereafter, by reason of a Distribution Transaction, it ceases to be an Affiliate of Investor, and (iii) prior to such transfer, it executes and delivers to the Company a written agreement reasonably satisfactory to the Company to be bound by, and entitled to the benefits of, this Agreement, prospectively, as contemplated by Section 3.4(a) of this Agreement.
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Examples of Qualified Distribution Transferee in a sentence

  • Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated in whole or in part, by operation of Law, or otherwise, by any of the parties without the prior written consent of the other parties; provided, that Liberty may assign this Agreement to a Qualified Distribution Transferee.

  • In connection with a Transfer of Common Shares to a Qualified Distribution Transferee in a Distribution Transaction, Liberty and Xxxxxx will execute a letter agreement in the form of Exhibit A to this Agreement.

  • Xxxxxx hereby acknowledges and agrees that from and after the date hereof, Liberty will not have any liability to Xxxxxx or the members of the Xxxxxx Stockholder Group for any breach, violation or failure to perform by the Qualified Distribution Transferee of any of the liabilities and obligations of the Qualified Distribution Transferee under the Stockholders Agreement.

  • For the avoidance of doubt, in no event can (i) Liberty Media Corporation effect more than one Distribution Transaction and (ii) more than one Qualified Distribution Transferee be an Investor at any one time.

  • For the avoidance of doubt, in no event can more than one Qualified Distribution Transferee be an Investor at any one time.

  • Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated in whole or in part, by operation of Law, or otherwise, by any of the parties without the prior written consent of the other parties; provided, that (i) Liberty may assign this Agreement to a Qualified Distribution Transferee of Liberty and (ii) LIC may assign this Agreement to a LIC Qualified Distribution Transferee.

  • WMA quotes from D.04-11-033 (page 16) which stated the following with respectto whether to calculate the Schedule ET discount based on the residential class as a whole:Therefore, the discount could be calculated using a marginal cost method based on the costs to serve residential customers as a whole, if it is determined that those costs are approximately the same as those incurred in directly serving MHP tenants.

  • For the avoidance of doubt, in no event can (i) Liberty effect more than one Distribution Transaction and (ii) more than one Qualified Distribution Transferee be Liberty, in each case, at any one time.

  • Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated inwhole or in part, by operation of Law, or otherwise, by any of the parties without the prior written consent of the other parties; provided, that Liberty may assign this Agreement to a Qualified Distribution Transferee.

  • His role was to inform about LTWP’s development plans.The next method in the sample selection was snowballing.


More Definitions of Qualified Distribution Transferee

Qualified Distribution Transferee means any Person that meets the following conditions: (i) at the time of any Transfer to it of Issuer Common Stock, it is an Investor Affiliate (for purposes of this defined term excluding clause (ii) of the definition of Investor Affiliate), (ii) thereafter, by reason of a Distribution Transaction, it ceases to be an Investor Affiliate, and (iii) prior to such Transfer, it executes and delivers to the Issuer
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Qualified Distribution Transferee means any Person that meets the following conditions: (a) such Person beneficially owns all or substantially all the Voting Stock of the Company owned by the Qurate Stockholder or such Person directly or indirectly owns a majority of the equity interests of such Person, (b) at the time of any transfer to it of Voting Stock, it is an Affiliate of the Qurate Stockholder and (c) prior to such transfer, it executes and delivers to the Company a written agreement reasonably satisfactory to the Company to be bound by and entitled to the benefits of this Agreement, prospectively, as contemplated by Section 3.6.
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Qualified Distribution Transferee means any Person that meets the following conditions: (a) such Person beneficially owns all or substantially all the Voting Stock of the Company owned by the Liberty Broadband Stockholder or such Person directly or indirectly owns a majority of the equity interests of such Person, (b) at the time of any transfer to it of Voting Stock, it is an Affiliate of the Liberty Broadband Stockholder and (c) prior to such transfer, it executes and delivers to the Company a written agreement reasonably satisfactory to the Company to be bound by and entitled to the benefits of this Agreement, prospectively, as contemplated by Section 3.6.
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Qualified Distribution Transferee means any person that meets the following conditions: (i) at the time of any transfer to it of Voting Securities, it is an Affiliate of Investor, (ii) thereafter, by reason of a Distribution Transaction, it ceases to be an
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Qualified Distribution Transferee means any direct or indirect subsidiary of LIC or CH Parent that beneficially owns all of LIC’s or CH Parent’s interest in the Borrower and by reason of a Distribution Transaction ceases to be a subsidiary of LIC or CH Parent.
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Related to Qualified Distribution Transferee

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

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

  • 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.”

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

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

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

  • Wholesale distribution means distribution of prescription drugs to persons other than consumers or

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Scheduled Distribution means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect to such Collateral Loan.