Specified Transferee definition

Specified Transferee means--
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Specified Transferee has the meaning set forth in Section 2.10.
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Specified Transferee has the meaning set forth in the Stockholders’ Agreement.
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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.

  • 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”).

  • 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.

  • 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.

  • Complete the form that applies to the organization and attach the form to Form 990-T.

  • 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.

  • Based on the present LSGS plume definition and the information on aquifer hydraulics known regarding the advective flow of groundwater and potential plume migration, sufficient information is available for the purpose of proceeding with the FS.


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.
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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, xxxxxxx 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.
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Specified Transferee has the meaning set forth in Section 2.10. 881162.02-WILSR01A - MSW
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Specified Transferee means any third party transferee of Investor or a Permitted Transferee of Investor:
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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.
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Specified Transferee shall have the meaning set forth in Section 8.5(g)(i).
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Related to Specified Transferee

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

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

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

  • Qualified Transaction means a qualified

  • 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.

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

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser 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 tender option bond trust in which the Purchaser 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.

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

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

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

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Modified Eligible Transferee means any bank, financial institution or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities and other financial assets.

  • 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;

  • 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.

  • Qualified Trust of an individual means a trust (including, without limitation, a voting trust) established by such individual if and as long as: (a) the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant general or special powers of appointment to such individual or one or more Family Beneficiaries and may permit trust assets (except as set forth in Section 1.78(b) below) to be used to pay taxes, legacies (including those that are made outright or in trust) and other obligations of the trust or the estate of such individual or such one or more Family Beneficiaries payable by reason of the death of such individual or such one or more Family Beneficiaries; and (b) such trust prohibits (i) the Transfer of Class B Shares to any Person other than a Permitted Transferee of such trust under the Certificate of Incorporation of each Company whose Class B Shares the Partnership owns and (ii) the Transfer of Partnership Interests to any Person other than Authorized Transferees of such trust. The restriction in subclause (ii) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. In addition, (a) a Qualified Trust of a surviving spouse of a Family Group Head or of a Lineal Descendant of a Family Group Head to which Partnership Interests are Transferred in accordance with Section 8.4 shall cease to be a Qualified Trust upon the remarriage of such spouse to an individual other than a Family Group Head or a Lineal Descendant of a Family Group Head, and (b) a Qualified Trust of a spouse of a Family Group Head or a of Lineal Descendant of a Family Group Head that is a Partner as of the date of this Agreement or to which Partnership Interests are Transferred in accordance with Section 8.4 after the date of this Agreement shall cease to be a Qualified Trust upon legal separation, divorce or dissolution of such spouse’s marriage to such Family Group Head or Lineal Descendant. A Qualified Trust shall continue to be a Qualified Trust upon the termination of the trust and during a reasonable period of administration unless by reason of such termination the restrictions set forth in this Section 1.78 would not be met. The General Partners shall be furnished with a copy of the trust instrument or any other governing documents or disclosures of beneficial interest which the General Partners may reasonably request to confirm that the trust in question is or remains a Qualified Trust. If the General Partners do not receive the requested governing documents or other disclosures of beneficial interest within sixty (60) days following the written request therefor, the trust shall cease to be a “Qualified Trust”. A trust shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer be a Qualified Trust as defined in this Section 1.78.

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

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

  • Incremental Capacity Transfer Right means a Capacity Transfer Right allocated to a Generation Interconnection Customer or Transmission Interconnection Customer obligated to fund a transmission facility or upgrade, to the extent such upgrade or facility increases the transmission import capability into a Locational Deliverability Area, or a Capacity Transfer Right allocated to a Responsible Customer in accordance with Tariff, Schedule 12A.

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

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Subsequent Transfer Date With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

  • Relevant Transfer Date means, in relation to a Relevant Transfer, the date upon which the Relevant Transfer takes place;

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.