transfer value means the value of a transferred vote calculated in accordance with rules STV47.4 or STV47.7. 42. Arrangements for counting of the votes 42.1 The returning officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll. 42.2 The returning officer may make arrangements for any votes to be counted using vote counting software where:
Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.
Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.
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.
Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.
Exempt Transfer means, in relation to shares held by a member:
Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.
Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.
Data Transfer means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted 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);
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.
Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.
Transferring Member has the meaning set forth in Section 9.4.
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.
Transferable interest means the right, as originally associated with a person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.
Membership Unit means an outstanding common membership unit of the LLC.
Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Proposed Transferee has the meaning set forth in Section 2.4(a).
Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:
Transfer Price has the meaning set forth in Section 2.01.
Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.
Transfer Shares has the meaning ascribed to such term in Section 6.2(a)
Subsequent Transferee has the meaning set forth in Section 4.06(b).
Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.
transfer day means Monday – Friday, to 7:00 p.m., Central Time. Holidays are not included.
Permitted Transfer has the meaning set forth in Section 10.02.
Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.