Transferee Affiliate definition

Transferee Affiliate means in relation to any Shareholder each Entity in which that Shareholder has a direct or indirect interest of at least [***]% and/or each Entity which has a direct or indirect interest of at least [***]% in that Shareholder and/or any directly or indirectly wholly owned subsidiary of each Entity which has a direct or indirect interest of at least [***]% in that Shareholder and/or in which that Shareholder has a direct or indirect interest of at least [***]%;
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Transferee Affiliate shall have the meaning given to such term in clause 13.3;
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Transferee Affiliate means (a) when used with reference to any partnership, any partnership in which a Member directly or indirectly owns or controls more than 50% of either the capital or profit interests of such partnership and (b) when used with reference to any corporation or other entity, any corporation or other entity of which a Member, directly or indirectly, owns or controls more than 50% of the outstanding voting rights of such entity. As used in the preceding sentence, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management decisions and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controls" shall have meanings correlative to the foregoing.
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Examples of Transferee Affiliate in a sentence

  • If Barrick Member or any Barrick Transferee Affiliate should at any time while it holds the Barrick Nevada JV Interests lose its status as a wholly-owned direct or indirect subsidiary of Barrick, it shall promptly give notice thereof to the holder of the Newmont Nevada JV Interests, if such holder of the Newmont Nevada JV Interests is a direct or indirect wholly-owned subsidiary of Newmont.

  • Notwithstanding clause 8.1, any Shareholder shall be entitled to Transfer any of the Shares held by it to a Transferee Affiliate and shall notify the Board in writing of such proposed transfer at least 10 (ten) Business Days prior to it taking place.

  • If Newmont Member or any Newmont Transferee Affiliate should at any time while it holds the Newmont Nevada JV Interests lose its status as a direct or indirect wholly-owned subsidiary of Newmont, it shall promptly give notice thereof to the holder of the Barrick Nevada JV Interests if such holder of the Barrick Nevada JV Interests is a direct or indirect wholly-owned subsidiary of Barrick.

  • Caldarone agrees to cause eaxx xxxxxx or indirect Permitted Transferee, Affiliate and Associate of Caldarone's that acquires Coxxxx Xxxxxxties to execute and deliver to Apollo a Joinder Agreement and thereby become party to this Agreement as a Caldarone Stockholder.

  • Notwithstanding the foregoing, the rights and obligations of a Securities Holder hereunder may only be transferred: (x) to an Affiliate of the Transferee (a "Transferee Affiliate"), (y) to any other person or entity provided that such transfer is: (i) in connection with a transfer of all of the Registerable Common owned by the transferor, or (ii) in connection with shares representing at least ten percent (10%) of the Registerable Common.

  • Subject to Section 11.4, a Member or permitted transferee of a Member shall not, directly or indirectly (including a transfer of stock or other interests), sell, assign, pledge or encumber or otherwise transfer its Membership Interest to another Person, other than a Transferee Affiliate ("Assignee"), without the prior express written consent of the other Member.

  • The parties further acknowledge that a Member may Transfer its Membership Interest to an Affiliate of that Member, so long as the Transferee Affiliate agrees in writing to be bound by the terms of this Agreement; provided however, that such Transfer will not relieve the Transferor from any of its obligations under this Agreement, including its obligations with respect to its Capital Contribution Commitment.

  • Neither the Transferee nor any Transferee Affiliate nor any other party is in breach or default of any agreement, contract, lease or license arrangement to which the Transferee or any Transferee Affiliate is party, except where such breach or default would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Transferee and the Transferee Affiliates taken as a whole.

  • Caldxxxxx xxxees to cause each direct or indirect Permitted Transferee, Affiliate and Associate of Caldxxxxx'x xxxt acquires Common Securities to execute and deliver to Apollo a Joinder Agreement and thereby become party to this Agreement as a Caldxxxxx Xxxckholder.

  • Notwithstanding clause 15.1, any Shareholder shall be entitled to Transfer any of the Shares held by it to a Transferee Affiliate and shall notify the Board in writing of such proposed transfer at least 10 (ten) Business Days prior to it taking place.


More Definitions of Transferee Affiliate

Transferee Affiliate shall have the meaning ascribed to such term in Section 1.5(a) hereof.
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Transferee Affiliate means an Affiliate of Seller to whom Seller or any other Affiliate of Seller has sold, conveyed, licensed, disposed of or transferred a significant amount of Seller's assets.
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Transferee Affiliate has the meaning set forth in Article 7.2(a);
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Transferee Affiliate means, at any time, a Person that is at such time an Affiliate of the Financial Founder and owns Common Stock which was owned at any time by the Financial Founder.
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Transferee Affiliate has the meaning defined in Section 7.2.
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Transferee Affiliate means any Affiliate of the Purchaser.
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Related to Transferee Affiliate

  • Transferee Affidavit As defined in Section 5.03(n).

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

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

  • Transferee Company means any company or body corporate established in the Islands or in any other jurisdiction.

  • Transferee is a qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ____ The Transferee owned and/or invested on a discretionary basis $____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $__________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

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

  • Substantial Holder means a Person (including, without limitation, any group of Persons treated as a single “entity” within the meaning of the Treasury Regulation Section 1.382-3) holding Corporation Securities, whether as of the Effective Date, after giving effect to the Plan, or thereafter, representing a Percentage Stock Ownership (including indirect ownership, as determined under applicable Treasury Regulations) in the Corporation of at least 4.75%.

  • Proprietary or Sub-advised Mutual Fund means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

  • Transferee Affidavit and Agreement As defined in Section 6.02(g)(i)(B).

  • Qualified Assignee means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from Xxxxx'x at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee and no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee.

  • Transferee Letter Defined in Section 13.16.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Close Affiliate means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).

  • Corporate Affiliate means any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established.

  • Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Direct Competitor means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the full service restaurant business.

  • Restricted Entity means (a) the Borrower and (b) each Restricted Subsidiary.