Specified Transferee definition

Specified Transferee means--

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Specified Transferee has the meaning set forth in Section 2.10.

Specified Transferee has the meaning set forth in the Stockholders’ Agreement.

Examples of Specified Transferee in a sentence

Any Transfer by the undersigned or a Specified Transferee of Newco Securities to a charitable organization or foundation without consideration shall not be deemed to be a Transfer by the undersigned.
For the avoidance of doubt, Transfers of Units to a Specified Transferee of a Member shall not be subject t o Section 5.2, 5.4 or 5.7.
Notwithstanding anything to the contrary in Section 2, a Stockholder may Transfer all or a portion of such Stockholder’s Capital Stock (i) to the Corporation, (ii) to a Specified Transferee, or (iii) as permitted by Sections 4, 5 and 6.
Prior to an Initial Public Offering, the registration rights of any Initial Member with respect to Registrable Securities may be Transferred to any Specified Transferee of such Member or any other Person who has been admitted to the Company as a Member and has complied with Section 5.7(a) of the Agreement (a “Permitted Transferee”).
At the Closing, the Company will transfer to the Specified Designee at the Closing good and valid title to all of the Acquired Intellectual Property and all of the Acquired Software, and the Company or SWV will transfer to the Specified Designee or the SWV Specified Transferee, respectively, good and valid title to all of the other Acquired Assets other than the Specified Subsidiary Acquired Assets, in each case free and clear of all Liens except for the Permitted Encumbrances.
The Company shall have made arrangements satisfactory to Purchaser for the continued occupation by the SWV Specified Transferee of the Miami office space currently occupied by SWV.
For the avoidance of doubt: following an IPO, any Subsequent Transferee who is a Specified Transferee shall be required to enter into an Accession Agreement with respect to the Voting Covenant only.
The obligations of the Company or SWV assumed by the Specified Designee or the SWV Specified Transferee pursuant to this Section 2.3 are referred to herein as the "ASSUMED OBLIGATIONS".

More Definitions of Specified Transferee

Specified Transferee means with respect to any Stockholder, (a) any Affiliate of such Stockholder (so long as such Affiliate is not a Competitor of the Corporation or any Corporation subsidiary (it being agreed that Traxys’ business operations as they exist as of the date hereof shall not be deemed competitive with the Corporation or any Corporation subsidiary)), (b) such Stockholder’s direct or indirect equityholders, so long as any Transfer to such equityholders is made via a pro rata distribution on the basis of such equityholders’ (direct or indirect) ownership of such Stockholder, (c) with respect to Pegasus, its operating advisors, (d) any Person that is not a Competitor of the Corporation or any Corporation subsidiary that acquires substantially all of the assets of such Stockholder, so long as such Stockholder has, immediately prior to such acquisition, material assets and/or operations other than the shares of Capital Stock and (e) any Person that is not a Competitor of the Corporation or any Corporation subsidiary who, through a merger, consolidation, recapitalization, sale of equity interests or other transaction or series of transactions involving such Stockholder, owns in the surviving entity after the closing a majority of the outstanding equity interests when it did not own a majority of the equity interests in such Stockholder immediately prior to such transaction, so long as such Stockholder or any other Affiliates of such Stockholder involved in such transactions and which such Person controls after the closing had material assets and/or operations other than the shares of Capital Stock immediately prior to such closing.

Specified Transferee means with respect to any Member, as applicable, (i) any Affiliate of such Member, (ii) any transferee of such Member pursuant to Section 5.8, (iii) any Person that acquires substantially all of the assets of such Member, so long as such Member has, immediately prior to such acquisition, material assets and/or operations other than such Member’s Units, and (iv) any Person that, through a merger, ▇▇▇▇▇▇▇ dation, recapitalization, sale of equity interests or other transaction or series of transactions involving such Member, owns in the surviving entity after the closing of such transaction a majority of the outstanding equity interests when such Person did not own a majority of the equity interests in such Member immediately prior to such transaction, so long as such Member or the other Affiliates of such Member involved in such transactions and which such Person controls after the closing had material asset s and/or operations other than such Member’s Units immediately prior to such closing.

Specified Transferee shall have the meaning set forth in Section 8.5(g)(i).

Specified Transferee has the meaning set forth in Section 2.10. 881162.02-WILSR01A - MSW

Specified Transferee means any third party transferee of Investor or a Permitted Transferee of Investor:

Specified Transferee means with respect to any Member, (i) any Affiliate of such Member, (ii) any Person that acquires substantially all of the assets of such Member, so long as such Member has, immediately prior to such acquisition, material assets and/or operations other than its Units, (iii) any Person that, through a merger, consolidation, recapitalization, sale of equity interests or other transaction or series of transactions involving such Member, owns in the surviving entity after the closing of such transaction a majority of the outstanding equity interests when it did not own a majority of the equity interests in such Member immediately prior to such transaction, so long as such Member or the other Affiliates of such Member involved in such transactions and which such Person controls after the closing had material assets and/or operations other than its Units immediately prior to such closing, and (iv) until December 23, 2010, a Strategic Investor.