Unrestricted Transfer definition

Unrestricted Transfer shall have the meaning set forth in Section 9.4.
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Unrestricted Transfer means (i) a De Minimis Transfer, (ii) a Transfer to Holdco permitted or required under the Formation Agreement or a Transfer by Holdco permitted or required under the Holdco LLLP Agreement (including Transfers in accordance with the Final Allocation), (iii) a Pledged Share Event, (iv) a Transfer by DG-DW of Class A Stock to a charitable foundation, a charity or a not-xxx-profit organization, (v) a Transfer to any other Class B Holder that is a Principal Holder, (vi) a Transfer to any Principal, (vii) a Transfer to a Family Group member, so long as the transferee is or becomes a party to this Agreement and the Vulcan Stockholder Agreement and, after giving effect to the Transfer, would be a Principal Holder, (viii) a Transfer pursuant to an Acquisition Agreement or (ix) a Transfer pursuant to a Permitted Tender Offer (as defined in the Charter as in effect at consummation of the Offering).
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Unrestricted Transfer means a Transfer of Shares or Preferred Shares held by Xx. Xxxxxx and/or Xxx. Xxxxxx to (i) their heirs, in the event of their death, or (ii) members of their family related in the first degree in the event that they become permanently disabled (invaliditè permanente) or mentally incompetent, as certified or confirmed by a physician appointed by the supervisory board of EDS.
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Examples of Unrestricted Transfer in a sentence

  • After expiration of the Unrestricted Transfer Period, the provisions of Subsections (a) and (b) shall again be applicable to any transfer of the former Notice Securities.

  • A General Member may ------------------------------------------- not Transfer any beneficial interest in its Membership Unit, other than in an Unrestricted Transfer.

  • If, at the end of the Investor Recourse Period, the Investor has not effected an Unrestricted Transfer, then the Company shall have a 30-day period during which to effect a redemption at the Default Redemption Price.

  • If the Holding Company or -------------------------------------- its respective assignees do not exercise their rights hereunder to purchase all of the Notice Securities, the holder may sell all, but not less than all, of the unpurchased Notice Securities for a period of ninety (90) days following the delivery of the Notice of Disposition to the Holding Company (the "Unrestricted Transfer Period") without further compliance with Subsections (a) and (b) hereof.

  • If the Company, or its respective assignees do not exercise their rights hereunder to purchase all of the Notice Securities, the Optionee may sell all, but not less than all, of the unpurchased Notice Securities, for a period of ninety (90) days following the delivery of the Notice of Disposition to the Company (the "Unrestricted Transfer Period").

  • A General Member may not Transfer any beneficial interest in its Membership Unit, other than in an Unrestricted Transfer (as defined below).


More Definitions of Unrestricted Transfer

Unrestricted Transfer has the meaning set forth in Section 6 hereof.
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Related to Unrestricted Transfer

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Unrestricted Global Note means a Global Note that does not bear and is not required to bear the Private Placement Legend.

  • Unrestricted Person means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

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

  • Unrestricted Global Security means a Global Security that is not a Restricted Security.

  • Exempt Transfer means, in relation to shares held by a member:

  • Unrestricted Global Notes means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.

  • Unrestricted Shares means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.

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

  • Unrestricted Securities means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit A hereto, including, without limitation, the Exchange Securities and any Securities registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

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

  • excepted transfer means, in relation to any shares held by a member:

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Converted Unrestricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

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

  • Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

  • Restricted Global Note means a Global Note bearing the Private Placement Legend.

  • Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Restricted Fund means a fund in which the use of the principal or principal and income is restricted by agreement with, or direction by, the donor to a specific purpose. Restricted fund does not include a fund over which the owner has complete control. The owner is deemed to have complete control over a fund that is to be used for general operating or building purposes.

  • Unrestricted Subsidiary means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: