Significant Transfer definition

Significant Transfer shall have the meaning specified in Section 3.3 of the Agreement.

Significant Transfer means any sale, assignment, pledge or other disposition of 25% or more of the outstanding Common Stock, other than the pledges of stock contemplated by the Note Agreement. "Subsidiary" shall mean any corporation of which more than 50% (by number of votes) of the Voting Stock shall be beneficially owned, directly or indirectly, by the Company.

Significant Transfer has the meaning set forth in Section 5.6(a) of this Agreement.

Examples of Significant Transfer in a sentence

• Within 30 days after receiving the Transfer Notice with respect to a Significant Transfer, each Offeree who elects to exercise its Tag-Along Right shall deliver a written notice of such election to the Transferring Party, specifying the number of shares with respect to which it has elected to exercise its Tag-Along Right.

• Where an Offeree has properly elected to exercise its Tag-Along Right and the Transferee fails to purchase the shares of Listco from such Offeree, the Transferring Party shall not make the Significant Transfer, and if purported to be made, such Significant Transfer shall be void.

• Promptly after it shall become aware of a proposed Significant Transfer, the Company shall give notice thereof to the Holder, specifying the terms of the transaction, including the date on which it is expected to occur and stating the likelihood of this Warrant or Restricted Stock being included in the transaction on the same terms.

• The Holder shall have the right to have this Warrant or Restricted Stock included in any Significant Transfer of Common Stock by Principal Shareholders of the Company.

• If inclusion is requested, the Holder shall thereupon have the obligation, and hereby agrees, to include this Warrant or such Restricted Stock in such Significant Transfer, PROVIDED (a) the purchase price thereof shall be no less than the "Purchase Price" specified and determined in (S) 12.1; (b) such purchase price shall be paid in cash and/or in immediately available funds, and (c) the Transfer Date shall occur within 60 days of the Notice Date.

More Definitions of Significant Transfer

Significant Transfer means a Transfer in one transaction --------------------- or a series of transactions of more than 10% of the then outstanding Stockholder Shares by a Qualified Holder.

Significant Transfer means a Transfer, which either alone or taken together with all prior Transfers by any BRS Entity to any person or persons other than a BRS Permitted Transferee (as hereinafter defined), aggregate to one-half (1/2) or more of the total number of shares of Common Stock or Preferred Stock held by such Investor on the Closing Date. A "BRS Permitted Transferee" shall mean, (A) any other BRS Entity or other Investor, (B) any general partner of a BRS Entity (a "BRS Partner") and any corporation, partnership or other entity that is an Affiliate (as hereinafter defined) of any BRS Entity or BRS Partner (collectively, "BRS Affiliates"), (C) any managing director, director, general partner, limited partner, officer or employee of any BRS Entity or any BRS Affiliate, or any spouse, lineal descendant or immediate family member of any BRS Entity or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of a BRS Entity or any of the foregoing persons described in this clause (C) PROVIDED, HOWEVER, that no BRS Affiliate that becomes such an entity primarily for the purpose of effecting a transfer of Securities shall be considered a Permitted Transferee (collectively, "BRS Associates"), (D) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only BRS Entities, BRS Affiliates, or BRS Associates, and (E) any other transferee of Common Stock from any BRS Entity PROVIDED, that the aggregate number of shares of Common Stock transferred to such transferee, together with all other transfers made by all BRS Entities since the Closing Date to Permitted Transferees specified in this clause (E), shall not exceed 33% of the number of shares of Common Stock originally purchased by the BRS Entities on the Closing Date; and

Significant Transfer means a Transfer, which either alone or taken together with all prior Transfers by BRS and BRS Entities to any person or persons other than a BRS Permitted Transferee (as hereinafter defined), involves one-third (1/3) or more of the shares of Common Stock or Preferred Stock held by BRS on the date hereof. A "BRS Permitted Transferee" shall mean, (A) any other BRS Entity or other Stockholder, (B) any general partner of a BRS Entity (a "BRS Partner") and any corporation, partnership or other entity that is an Affiliate (as hereinafter defined) of any BRS Entity or BRS Partner (collectively, "BRS Affiliates"), (C) any managing director, director, general partner, limited partner, officer or employee of any BRS Entity or any BRS Affiliate, or any spouse, lineal descendant or immediate family member of any BRS Entity or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of a BRS Entity or any of the foregoing persons described in this clause (C) (collectively, "BRS Associates") and (D) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only BRS Entities, BRS Affiliates, or BRS Associates.

Significant Transfer means a Transfer by an Investor to any Person or Persons (including repurchases (but not redemptions) by the Company) of shares of Preferred Stock or Common Stock, as the case may be, which are acquired by such Investor pursuant to this Agreement and which represent more than 2% of the then-outstanding shares of any series of Preferred Stock or Common Stock, as the case may be, other than Transfers (i) following a Public Offering of such class or series of Securities pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 under the Securities Act, (ii) pursuant to a bona fide pledge agreement (which pledge is with recourse), (iii) by an Investor to a Permitted Transferee of such Investor, or (iv) pursuant to an Approved Sale.

Significant Transfer means a Transfer in one transaction or a series of transactions of more than 20% of the aggregate outstanding shares of any class of Stockholder Shares by a Stockholder, other than Xxxx, and its --------------- Affiliates.

Significant Transfer has the meaning given such term in Subsection 9.12(a).

Significant Transfer means a Transfer by a Lender to any Person or Persons (including repurchases (but not redemptions) by the Company) of shares of Preferred Stock or Common Stock, as the case may be, which are beneficially owned by such Lender and which represent more than 4% of the then-outstanding shares of any series of Preferred Stock or Common Stock, as the case may be, other than Transfers (i) in a bona fide public offering pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 under the Securities Act, (ii) by a Lender to an Affiliate of such Lender or (iii) pursuant to an Approved Sale.