Transferred Entities means the entities set forth on Schedule 1.5.
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 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 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.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Transferred Technology has the meaning set forth in Section 2.3(a).
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Transferred Employees has the meaning set forth in Section 6.4(a).
Transferred Information means the personal information (namely, information about an identifiable individual other than their business title or business contact information when such information is used for the purposes of contacting an individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed, transferred or conveyed to the Recipient or any of its Representatives by or on behalf of the Disclosing Parties as a result of or in conjunction with the transactions contemplated herein.
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”).
Transferring Supplier Employees means those employees of the Supplier and/or the Supplier’s Sub-Contractors to whom the Employment Regulations will apply on the Service Transfer Date.
Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.
CRS means the Standard for Automatic Exchange of Financial Account Information approved on 15 July 2014 by the Council of the Organisation for Economic Cooperation and Development, also known as the Common Reporting Standard, and any bilateral or multilateral competent authority agreements, intergovernmental agreements and treaties, laws, regulations, official guidance or other instrument facilitating the implementation thereof and any law implementing the Common Reporting Standard;
Transferred Employee has the meaning set forth in Section 6.01(a).
Purchased Services means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
Seller Affiliate means any Affiliate of Seller.
Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.
Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Transferred Interests has the meaning set forth in the Recitals.
Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.
Transferred Property shall have the meaning specified in Section 2.1(a) hereof.
Locational UCAP Seller means a Member that sells Locational UCAP.
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;
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.