RSL Permitted Transferee definition

RSL Permitted Transferee means (A) any Person that (i) is in the same Group as Xxxxxx X. Xxxxxx and (ii) is a transferee in connection with a Transfer pursuant to a bona fide estate planning purpose or (B) any Person that is a transferee in connection with an Involuntary Transfer; provided, that any Class B Common Shares Transferred pursuant to clauses (i), (ii), (iii) and (iv) of the definition of Involuntary Transfer shall first be converted to Class A Common Shares. No Person shall be an RSL Permitted Transferee pursuant to clause (A) until such transferee has executed and delivered to TW and the Company (x) a joinder to this Agreement in the form annexed hereto as Exhibit A pursuant to which such transferee agrees to be bound by this Agreement, and to be treated as, and be entitled to the benefits of, and subject to the obligations and restrictions applicable to, the RSL Investors for all purposes of this Agreement; and (y) a joinder to the TW Voting Agreement in the form annexed to the TW Voting Agreement as Exhibit A pursuant to which such transferee agrees to be bound by the TW Voting Agreement, and to be treated as, and be entitled to the benefits of, and subject to the obligations and restrictions applicable to, the RSL Investors for all purposes of the TW Voting Agreement; and provided further that, in the case of clause (A) above, any such Person remains in the same Group as Xxxxxx X. Xxxxxx (and if such Person ceases to be in the same Group as Xxxxxx X. Xxxxxx, an RSL Investor shall give notice promptly to TW and the Company of the change in circumstances and such former Group member of Xxxxxx X. Xxxxxx shall immediately and unconditionally Transfer any Equity Securities held by it back to Xxxxxx X. Xxxxxx or an RSL Permitted Transferee). No Person shall be an RSL Permitted Transferee pursuant to clause (B) above until such Transferee has executed and delivered to TW and the Company a joinder as set forth in clause (x) and clause (y) to the fullest extent permitted under applicable Law. For the avoidance of doubt, any Person that is a transferee pursuant to a Permitted Transfer from an RSL Investor shall be an RSL Permitted Transferee.
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RSL Permitted Transferee means any Person that qualifies as a "Permitted Transferee" under Section 3(5) of the bye-laws of CME.
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RSL Permitted Transferee means (a)(i) Xxxxxx X. Xxxxxx and his spouse, (ii) any lineal descendant of Xxxxxx X. Xxxxxx or Xxxxxx X. Xxxxxx’x parents, the spouse of any such descendant or a lineal descendant of any such spouse, (iii) the Xxxxxx X. Xxxxxx Foundation, The Neue Galerie New York or other charitable institution controlled (whether by funding or otherwise) by Xxxxxx X. Xxxxxx and/or other RSL Permitted Transferees described in clause (a) of this definition, (iv) a trustee of a trust (whether inter vivos or testamentary), all of the current beneficiaries and presumptive remaindermen of which are Xxxxxx X. Xxxxxx and/or one or more Persons described in clauses (i) through (iii) of this definition, (v) a corporation, limited liability company, trust, cooperative or partnership or any other entity of which all of the outstanding shares of capital stock or interests therein are owned directly or indirectly by Xxxxxx X. Xxxxxx and/or Persons described in clauses (i) though (iv) of this definition, (vi) an individual covered by a qualified domestic relations order with Xxxxxx X. Xxxxxx or any Person described in clauses (i) or (ii) of this definition, and (vii) a legal or personal representative of Xxxxxx X. Xxxxxx or any Person described in clauses (i), (ii) or (iv) of this definition, in the event of such Person’s death or disability; provided that a Transfer to such Persons described in clause (a) of this definition is made in connection with a bona fide estate planning purpose; or (b) any Person that is a transferee in connection with an Involuntary Transfer. For purposes of this definition, “presumptive remaindermen” refers to those Persons entitled to a share of a trust’s assets if it were then to terminate.
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Examples of RSL Permitted Transferee in a sentence

  • Notwithstanding anything herein to the contrary, the General Partner shall not distribute any Class B Shares to the APAX Limited Partner (or to any APAX Permitted Transferee) or to any other Limited Partner that is not an RSL Permitted Transferee, and any Class B Shares that the APAX Limited Partner (or an APAX Permitted Transferee or such an other Limited Partner) would otherwise be entitled to receive shall be converted into Class A Shares prior to such distribution.

  • The General Partner shall have 30 days following its receipt of a Redemption Notice to make an offer (a "Purchase Offer") to purchase and hold as a Limited Partner, or to cause an RSL Permitted Transferee to purchase, all or any portion of the Redemption Interest.


More Definitions of RSL Permitted Transferee

RSL Permitted Transferee shalx xxxx xxx Xxxxxn that qualifies as a "Permitted Transferee" under Section 3(5) of the bye-laws of CME.
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Related to RSL Permitted Transferee

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

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

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

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

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

  • Non-Permitted Holder The meaning specified in Section 2.11(b).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • 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.

  • 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.

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

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

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

  • Permitted Assignees shall have the meaning set forth in Section 3(e) hereto;

  • excepted transfer means, in relation to any shares held by a member:

  • 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.”

  • Restricted Transfer means: 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;

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

  • 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.

  • Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

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

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

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

  • 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).

  • Permitted Holders means any or all of the following: