Taberna Transferred Rights definition

Taberna Transferred Rights means any and all of Taberna’s right, title, and interest in, to and under the Participating Securities, including, without limitation, the following:
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Taberna Transferred Rights means, with respect to each Closing Date, any and all of the applicable Holder’s, title, and interest in, to and under the Junior Subordinated Notes being exchanged on such Closing Date, together with the following:
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Examples of Taberna Transferred Rights in a sentence

  • Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Securities or Taberna Transferred Rights in violation of any applicable securities laws.

  • Without characterizing the Original Preferred Securities or any of the Taberna Transferred Rights as a “security” within the meaning of applicable securities laws, it is not acquiring the Original Preferred Securities or the Taberna Transferred Rights with a view towards the sale or distribution thereof in violation of the Securities Act.

  • Without characterizing the Original Preferred Securities or the Taberna Transferred Rights as a “security” within the meaning of applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Original Preferred Securities or Taberna Transferred Rights in violation of any applicable securities laws.

  • Except as expressly stated in this Agreement, Taberna make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Original Preferred Securities, the Existing Indenture, or any other matter.

  • Except as expressly stated in this Agreement, Taberna make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Notes, the Existing Indentures, or any other matter.

  • Except as expressly stated in this Agreement, Taberna make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Original Preferred Securities, Original Security IV, Original Security VI, the Existing Indentures, or any other matter.

  • Without characterizing the Junior Subordinated Notes or the Taberna Transferred Rights as a “security” within the meaning of applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Junior Subordinated Notes or Taberna Transferred Rights in violation of any applicable securities laws.

  • Without characterizing the Original Holdings or any of the Taberna Transferred Rights as a “security” within the meaning of applicable securities laws, it is not acquiring the Original Holdings or the Taberna Transferred Rights with a view towards the sale or distribution thereof in violation of the Securities Act.

  • Without characterizing the Original Preferred Securities, Original Security IV, Original Security VI or the Taberna Transferred Rights as a “security” within the meaning of applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Original Preferred Securities, Original Security IV, Original Security VI or Taberna Transferred Rights in violation of any applicable securities laws.

  • Except as expressly stated in this Agreement, no Taberna entity makes any representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Securities, the Original Indentures, or any other matter.

Related to Taberna Transferred Rights

  • Distributed Right has the meaning set forth in the definition of “Adjustment Factor.”

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Retained Rights has the meaning set forth in Section 2.2.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Related Rights has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).