Transfer Offers definition

Transfer Offers has the meaning given to such term in Section 6.01(a).
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Transfer Offers has the meaning given to such term in Section 6.01(a). “Transfer Taxes” has the meaning given to such term in Section 7.02. “Transferred Assets” has the meaning given to such term in Section 2.01. “Transferred Employee” has the meaning given to such term in Section 6.01(c). “Transferred Intellectual Property” has the meaning given to such term in Section 2.01. “Transferred Portfolio” has the meaning give to such term in Section 2.07(d)(ii). “Transition Services Agreement” has the meaning given to such term in the Recitals. “Triggering Event” has the meaning given to such term in the form of the Reinsurance Agreement attached hereto as Exhibit B.
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Transfer Offers shall have the meaning set forth in Section 7.17(a).
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Examples of Transfer Offers in a sentence

  • At least 85% of the STB Employees accepted Transfer Offers and meet the requirements therein to become Transferred Employees as of the Closing.

  • The Company shall (and shall procure that each Seller Employer shall) use reasonable endeavors to encourage STB Employees to accept Transfer Offers, and each Local Asset Transfer Agreement shall set forth specific provisions for cooperation between the Company and Purchaser to best effectuate the transfer of STB Employees, in the respective jurisdictions.

  • Transfer Offers shall offer STB Employees eligibility for benefits consistent with benefits offered to equivalent positions with Purchaser.

  • Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers.

  • Transfer Offers shall offer TV Employees eligibility for benefits consistent with benefits offered to equivalent positions with Purchaser provided that benefits shall not be less than those provided by Seller to the extent required by local Law.

  • The consulting company received a fee of $440,000 in Coachman common stock and cash, payable in 1997.

  • Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all of the employees of Sellers will accept the Transfer Offer or will continue in employment with Purchaser following the Closing for any period of time, or a representation or guarantee by Purchaser that it will make any Transfer Offers or with respect to the employment of any Transferred Employee.

  • Business Employees who accept such Transfer Offers and begin active employment with Purchaser immediately after the Closing in accordance with this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Offers to Business Employees and the terms and conditions thereof shall be in the sole discretion of Purchaser, and Purchaser shall not be required to make any offer of employment to any Business Employee or any other employee of Sellers or any of their Subsidiaries or Affiliates.

  • The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee by Seller as of the date hereof.

  • Storm water runoff, generated when precipitation flows over land or impervious surfaces accumulates pollutants which can adversely affect water quality.


More Definitions of Transfer Offers

Transfer Offers means an extension of an offer of employment, effective as of the Closing Date, from Buyer.
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Related to Transfer Offers

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Managers (or any similar governing body of any surviving or resulting Person).

  • Transfer of Control means an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Business Combination Transaction means:

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • transfer of funds means any transaction at least partially carried out by electronic means on behalf of a payer through a payment service provider, with a view to making funds available to a payee through a payment service provider, irrespective of whether the payer and the payee are the same person and irrespective of whether the payment service provider of the payer and that of the payee are one and the same, including:

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

  • Transfer Office means the place where the principal register is situate for the time being.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

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

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Home solicitation sale means a sale of goods or services of more than $25.00 in which the seller or a person acting for the seller engages in a personal, telephonic, or written solicitation of the sale, the solicitation is received by the buyer at a residence of the buyer, and the buyer's agreement or offer to purchase is there given to the seller or a person acting for the seller. Home solicitation sale does not include any of the following:

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

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • 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.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.