Tag Transferee definition

Tag Transferee has the meaning given to it in paragraph 1.1 of Part 1 of Schedule 5 (Tag-Along);
Sample 1Sample 2
Tag Transferee shall have the meaning set forth in Section 4.5(a).
Sample 1Sample 2
Tag Transferee has the meaning set forth in Section 6.1(b).
Sample 1

Examples of Tag Transferee in a sentence

  • If the Tag Transferee is unwilling to purchase all of the Requested Units, then the Tag Subject Member shall determine the maximum number of Requested Units that the Tag Transferee is willing to purchase (the “Maximum Purchased Units”).

  • If the Tag Transferee is willing to purchase all of the Requested Units, then the Tag Transferee shall purchase such Requested Units in accordance with this Section 4.5 (such Requested Units, “Purchased Units”).

  • Failure of a Tag Eligible Member to timely notify the Tag Subject Member that it elects to cause the Tag Transferee to purchase the Tag Eligible Member’s Eligible Units shall be deemed an election by such Tag Eligible Member not to cause the Tag Transferee to purchase such Eligible Units.

  • Each sale of Purchased Units pursuant to this Section 4.5(f) shall be upon terms and conditions, if any, not more favorable individually and in the aggregate to the Tag Transferee than those in the Tag-Along Offer and the Tag-Along Offer Notice and upon the consummation of such sale, each holder of Purchased Units shall receive the consideration specified in Section 4.5(g).

  • Such Tag Notice shall be accompanied by true and complete copies of all agreements (including the Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Sale.

  • The proposed Tag Transferee shall be obligated to purchase all such Class A Units requested to be included by the exercising Tag Offerees pursuant to the proposed Tag-Along Transaction or the proposed Tag Transferee shall not be permitted to consummate the proposed Tag-Along Transaction.

  • Tempest Rapid Daily Materiel Reports of Army materiel loaned to support disaster re- lief will also be sent by electrically transmitted message.

  • Section 4.7. If the Initial Investor Holder exercises its right pursuant to this Article IV, and the amount of securities proposed to be transferred by the Tag Triggering Sellers and the Initial Investor Holder is greater than the amount of securities that the Tag Transferee wishes to acquire, the number of securities that may be transferred by each of the Tag Triggering Sellers and the Initial Investor Holder in connection with the Tag-Along Sale shall be reduced in the same proportions.

  • If any Tag Holder has properly elected to exercise the Tag-Along Right and the Tag Transferee fails to purchase the Securities from such Tag Holder, the Dragging Shareholder(s) shall not consummate the Drag-Along Sale, and if purported to be made, such Drag-Along Sale shall be void.

  • After expiration of the Tag-Along Period, if no Tag-Along Notice has been given, the Selling Member shall have the right to transfer its Quotas to the Tag Transferee on the same terms and conditions as set forth in the Selling Member Tag-Along Notice.


More Definitions of Tag Transferee

Tag Transferee has the meaning set forth in Section 9.4(a).
Sample 1

Related to Tag Transferee

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

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

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

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

  • 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.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

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

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Affiliate Transferee has the meaning set forth in Section 3.2(a).

  • Purported Record Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series A Preferred Stock if such Transfer had been valid under Section 7(b)(i) of these Articles Supplementary.

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

  • Tag-Along Right shall have the meaning set forth in Section 4.2.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Transferring Member has the meaning set forth in Section 9.4.

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

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

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.