Specified Transfer definition

Specified Transfer means a transfer of cash from the Designated U.S. Deposit Account to the Designated Deposit Account, which transfer meets the following requirements: (a) Purchaser Agent shall have received at least 10 days’ advance notice of such Specified Transfer (including the amount thereof), which such notice may only be given after the thirtieth (30th) day following the Second Amendment Effective Date; (b) immediately prior to the notice of such transfer in accordance with the preceding clause (a) and at all times thereafter until the date of such Specified Transfer, and immediately after such Specified Transfer, no Event of Default shall have occurred and be continuing; (c) no more than one Specified Transfer may be made during any consecutive 30-day period and (d) the amount of such Specified Transfer does not exceed $2,000,000.
Sample 1
Specified Transfer means the conveyance or transfer of proceeds from the initial credit extensions under the First Lien Credit Agreement and the Second Lien Notes by the Borrower to HCP, Inc. and/or its consolidated subsidiaries (other than to the Borrower or its consolidated subsidiaries), as further described in the Form 10.
Sample 1
Specified Transfer means the conveyance or transfer of proceeds from the initial Credit Extension by the Parent to Ventas, Inc. and/or its consolidated subsidiaries (other than the Parent or its consolidated subsidiaries), whether by way of an escrow or otherwise, and as further described in the Form 10.
Sample 1

Examples of Specified Transfer in a sentence

  • Any Transfer (as defined below) of a share of Class F Stock (other than a Specified Transfer (as defined below)) shall be deemed an election by the holder thereof to convert such share into Common Stock pursuant to Section 4.a above and each such Transferred share of Class F Stock shall automatically convert into one (1) fully paid and nonassessable share of Common Stock, effective immediately prior to such Transfer.

  • Use proceeds from Loans for general corporate purposes, including to refinance existing Indebtedness and for working capital, capital expenditures, and other lawful purposes, including Investments permitted by Section 7.02, dividends and distributions (including the Specified Transfer), and acquisitions and developments, in each case, not in contravention of any of the Loan Documents or any applicable Law.

  • Upon the giving of such Arbitration Notice, all other time periods specified in Sections 6.5 and 6.7 relating to a Specified Transfer shall be extended until the arbitration provided for in this Section 6.6 has been completed.

  • Except as set forth below for Specified Transfer Taxes, each of Seller and Purchaser shall be liable for and shall hold the other party harmless from and against the timely payment of fifty percent (50%) of all Transfer Taxes, if any, arising out of or in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

  • For purposes of clauses (d) and (e) above, with respect to the Underlying Assets identified in Annex C hereto (each, a “Specified Transfer Asset”), GS may, in its sole and absolute discretion, deem them to be Zero Value Assets if such Specified Transfer Assets do not cease to be Specified Transfer Assets within 30 days after the Restatement Date.

  • Not withstanding anything contained herein to the contrary, HCML may unilaterally by notice in writing to the Company terminate this Agreement in the event that HCML shall cease to be the sole shareholder of the Company provided that termination of this Agreement pursuant to this Clause shall not affect HCML’s obligation to transfer or procure the transfer of Shares in respect of the Specified Transfer Options notified by the Company in accordance with clause 4.1 prior to such termination.

  • Except for a Permissible Sale or Permissible Prepayment Sale or a Specified Transfer to Parent, sell, assign (by operation of law or otherwise) or otherwise dispose of ‎(including by way of Division)‎, or create or suffer to exist, any Adverse Claim upon or with respect to, any of the Pledged Policies or any other Collateral, including, without limitation, any Adverse Claim arising out of a Policy Loan.

  • Subject to clause 2.2, within 28 days of receipt from the Company of notification that a Specified Transfer Option has been validly exercised, HCML shall transfer or procure the transfer to the Participant the number of Shares in respect of which his Specified Transfer Option has been validly exercised.

  • In connection with any Specified Transfer, the New Giosis Entity shall affirm such Transfer is pursuant to such Joint Venture Agreement and that the New Giosis Entity is solely owned by one or more of the shareholders and equity incentive holders of Giosis and the New Giosis Entity shall execute an Adherence Agreement and become a party hereto as an “Investor,” “Shareholder” and shall be deemed for all purposes to be Giosis hereunder.

  • Boat Receivables relating to Documented Boats are being transferred into a Securitization Trust to be known as "Distribution Financial Services RV/Marine Trust 2001-1" (the "Securitization Trust") pursuant to a Transfer and Servicing Agreement dated as of November 1, 2001 (the "Specified Transfer and Servicing Agreement") among the Securitization Trust, DFS and Deutsche Recreational Asset Funding Corporation.


More Definitions of Specified Transfer

Specified Transfer shall have the meaning provided in Section 6.5(b).
Sample 1
Specified Transfer means the conveyance or transfer of proceeds from the initial Credit Extension by QCP to HCP and/or its consolidated subsidiaries (other than to QCP or its consolidated subsidiaries), as further described in the Form 10.
Sample 1
Specified Transfer has the meaning set forth in Section 5.17(c).
Sample 1
Specified Transfer means any Transfer of any Property of the Borrower or any of its Restricted Subsidiaries to any Person, other than (a) any Transfer of Property to the Borrower or any of its Restricted Subsidiaries, (b) any Transfer of Property by way of a lease and (c) any Transfer of Property pursuant to any of clauses (a) through (i) of Section 9.11.
Sample 1

Related to Specified Transfer

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Qualified Transaction means a qualified

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

  • Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Restricted Transfer means: (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

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

  • Subject Transaction as defined in Section 6.8(d).

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • 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.

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

  • Lateral transfer or "transfer" - refers to the movement of an employee from one position to another which does not constitute a demotion or promotion;