Specified Rights definition

Specified Rights means all present and future rights (whether contractual or otherwise) which the Chargor has or may acquire against the Custodian or in respect of the Custodian Account and the Cash Settlement Account including, without limitation, any rights which the Chargor may have to require delivery of any Charged Assets and all claims for damages and rights to receive monies due or becoming due in connection with the Charged Assets, Custodian Account and/or Cash Settlement Account.

Specified Rights has the meaning set forth in SECTION 5.l(g).

Specified Rights means (i) Seller’s right to receive Royalty Reports pursuant to Section 7.1 of the License Agreement (including at the time specified therein), (ii) Purchaser’s right to receive copies of Royalty Reports pursuant to Section 5.3, (iii) Seller’s audit and inspection rights pursuant to Section 7.6 of the License Agreement and (iv) Purchaser’s rights pursuant to Section 5.8.

Examples of Specified Rights in a sentence

• To the extent permitted by applicable Law and the applicable agreement, if any, effective as of the Separation Effective Time, (i) Parent hereby assigns, to the maximum extent possible, on behalf of itself and the Parent Group, the Lithium Specified Rights, to the Company and (ii) the Company hereby assigns, to the maximum extent possible, on behalf of itself and the Lithium Group, the Parent Specified Rights, to Parent.

• All rights of an Acquired Fund: (i) under or in respect of this Plan, (ii) in respect of its relationship with any legal counsel relating to this Plan or the Specified Rights and Obligations, including without limitation, any attorney-client, attorney work-product, or other privilege, or (iii) that comprise Specified Rights and Obligations, which shall not be deemed to be Assets at the Effective Time and shall not be transferred to an Acquiring Fund, but instead shall be retained by the Acquired Fund.

• Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions, to implement the Specified Rights (at the sole discretion of the Apollo Investors or the HPS Investors, as applicable) or to evidence such events or matters.

• Notwithstanding anything to the contrary herein, in no event shall the Company provide to any other party any right, privilege or entitlement of any kind in respect of the matters (or any other substantially similar matters) that are the subject of the immediately preceding paragraph (the “Specified Rights”), in each case, which Specified Rights are more favorable to such other party than are provided to the Backstop Party in the immediately preceding paragraph.

• Upon the request of the Secured Party, the Debtor will take any and all actions reasonably required to provide the Secured Party with the benefit of a security interest in such Specified Rights and shall assign and grant a security interest in such Specified Rights in favour of the Secured Party forthwith upon obtaining the consent to such assignment and security interest as required of the other parties thereto.

More Definitions of Specified Rights

Specified Rights means, with respect to an Investor, such Investor’s right to, as applicable, (i) designate observers or directors to the Board as contemplated by Section 5.11 and (ii) own (x) Series A Preferred Stock or (y) Class A Common Stock issuable upon conversion of the Preferred Shares.

Specified Rights means the rights as may be acquired by the undertaker in any part of the P66 land pursuant to the powers in Part 5 of this Order;

Specified Rights means all of the Company's rights both at the date of the Share Charge and in the future against any relevant Custodian or the relevant Clearing System with respect to the Charged Shares and the Charged Account including any rights that the Company may have to require delivered to it of the Charged Shares or any securities equivalent to or representing the Charged Shares, all rights (whether contractual or otherwise) against, including rights to give instructions to, the relevant Custodian with respect to the Charged Shares and the Charged Account and all claims for damages and rights to receive monies due or to become due for any reason whatsoever in connection with the Charged Shares and the Charged Account.

Specified Rights means all the rights and claims of the Owner expressed to be granted under, or otherwise arising under, out of or in connection with, this Agreement (excluding Clause 9.4, 9.5 and 9.6) as from time to time amended and supplemented (which rights shall, for the avoidance of doubt, include rights corresponding to obligations arising under this Agreement or before the Further Novation Time including rights in respect of liabilities of FOE to pay amounts which have then fallen due but have not been paid by FOE); and

Specified Rights has the meaning given in Section 9.3(c); “subsidiary” of any Person means any Entity of which such Person owns (directly or indirectly) securities or other ownership interests having voting power in circumstances other than a breach or default to elect or remove at least a majority of the board of directors, managers or trustees or other Persons performing similar functions, or in which such Person holds or Controls a majority of the equity, voting, beneficial or financial interests, or in relation to which such Person has the right (whether under Contract or the Entity’s organizational documents) or power, directly or indirectly, to direct the management of the Entity; provided, however, that no Fit Group Company shall be considered a subsidiary or Affiliate of a Shareholder for the purposes of this Agreement; “Tencent” means Aceville Pte. Ltd., a company incorporated under the laws of Singapore. Details about Tencent are set forth in Schedule 1; “Tiger” means Tiger Global International II Holdings, a company incorporated under the laws of Mauritius. Details about Tiger are set forth in Schedule 1; “Transaction” has the meaning given in Recital 0; “Transaction Documents” means this Agreement, the Share Issuance Agreement, the Share Purchase Agreement, the Registration Rights Agreement, and any other Contracts and/or documents ancillary (or entered into pursuant) to any such Contracts; “Transaction Expenses” has the meaning given in Section 12.2(b); “Transfer” means to, directly or indirectly, transfer, sell, assign, encumber in any manner, place in trust (voting or otherwise), bequeath, distribute, hypothecate, convey, pledge, exchange, gift or transfer by operation of law or in any other way subject to any Lien or dispose of, whether or not voluntarily, and “Transferred” or “Transferring” shall be construed accordingly. For avoidance of doubt, it is clarified that: (a) a change in Control of any Party by Transfer of the Controlling interest in such Party by any Person shall also constitute a ‘Transfer’, unless the ultimate holding Person after such transfer remains 11

Specified Rights has the meaning set forth in Section 2.a.

Specified Rights means (i) the right to waive, modify, amend, or consent to a deviation from the terms or conditions of the IP Agreements (including the right of IP Co to receive the IP License Fee, unless at such time (x) all Notes Secured Debt is receiving the interest it is owed on a current basis or (y) the IP License Fee has been in effect for two years and waiver or amendment thereof is reasonably necessary to preserve the value of the Collateral and the rights and remedies of the Obligors and the Secured Parties thereto) or forbear to exercise the rights available to the Secured Parties upon any License Termination Event, (ii) the right to waive, modify, amend or consent to a deviation from any Chapter 11 Case Milestone or forbear to exercise the rights available to the Secured Parties upon the failure to meet any Chapter 11 Case Milestone and (iii) with respect to cash collateral (including Receivables and amounts in the Collection Accounts), the right to permit the Obligors to access or use such cash collateral (including by permitting proceeds to be deposited elsewhere than in the Collection Accounts or by omitting to exercise control over the Collection Accounts) unless (A) if the First Priority Secured Debt receives any interest or fees (including post-petition) in connection with its release or permitting use of such cash collateral (calculated mutatis mutandis so that the Notes Secured Debt will benefit from equivalent economic treatment), the Notes Secured Debt receives for its benefit, such interest or fees that the First Priority Secured Debt receives (such interest or fees due to the Notes Secured Debt, “Interest Protection Payments”) and (B) if the First Priority Secured Debt is secured by a Lien on any additional collateral granted, the Notes Secured Debt shall also be secured on such additional collateral, on a “second out” basis in accordance with the terms of this Agreement; provided that the right to permit the use of cash collateral shall be the sole right of the Required First Priority Debtholders and the only right of the Notes Secured Debt shall be to receive any interest, fees or Liens as set forth above.