Upstream Transfer definition

Upstream Transfer has the meaning ascribed to such term in Section 4(b).
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Upstream Transfer means (a) with respect to any Investor that is Controlled by an Investment Fund, any direct or indirect transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of Equity Interests in such Investment Fund (or any Affiliated investment vehicle or other Affiliate thereof) that do not have the right to vote with respect to, or otherwise Control, the day-to-day management activities of such Investment Fund (or investment vehicle or Affiliate), (b) the transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of any Equity Interests in an Investor, or in any Person Controlling such Investor, which in either case are listed on a national securities exchange and registered under the Exchange Act at the time such Investor became a Member or (c) with respect to any Investor, a transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of Equity Interests of the ultimate parent entity (through direct or indirect ownership or Control) of such Investor, which ultimate parent entity for purposes of (i) any Investor that is Controlled by an Investment Fund shall include the general partner, managing member or manager of such Investment Fund or of any direct or indirect owner of Equity Interests of such general partner, managing member or manager, and (ii) the TTE Investor shall be the Applicable TotalEnergies Entity.
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Upstream Transfer means a transfer, assignment, or other disposal of any Shareholder Equity.
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Examples of Upstream Transfer in a sentence

  • Notwithstanding anything to the contrary in this Section 8, any Transfer or issuance of shares in Aruze Parent shall not constitute an Upstream Transfer if immediately following such Transfer or issuance Xxxxx Xxxxx has the right to directly or indirectly exercise more than fifty percent of the voting power of the shareholders of Aruze Parent.

  • Notwithstanding anything to the contrary in this Section 8, any Transfer or issuance of shares in Aruze Parent shall not constitute an Upstream Transfer if immediately following such Transfer or issuance Kxxxx Xxxxx has the right to directly or indirectly exercise more than fifty percent of the voting power of the shareholders of Aruze Parent.

  • Such Upstream Transfer Notice must be delivered to all of the other Parties.

  • Transfer Users shall not be exempt from their obligation in respect of the Natural Gas they deliver for injection at a Point of Entry by calling upon an action or omission of the Connected Upstream Transfer System Operator or the Operator of a Connected System or the action or omission of any other natural or legal person who may have a lawful interest.

  • This speci- fication also implies that if entry lowers the incumbent’s demand then its marginal costs will tend tofall as well.

  • Such measurements need not be made at the Upstream Transfer Point(s) if the Upstream Tariff(s) provide(s) for other means of measuring the gas characteristics.


More Definitions of Upstream Transfer

Upstream Transfer is as defined in Clause 3.1.4. "Used Laytime" is as defined in Clause 9.12.3.
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Upstream Transfer means, with respect to a CARET Unit Holder (other than SAFE or its Affiliates), any direct or indirect sale, assignment, bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation of beneficial ownership of Equity Securities or of control of such Member or of another Person in any chain of ownership of Equity Securities or chain of control of such Member, including through direct or indirect sale, conveyance, exchange, assignment, gift, bequest, hypothecation, pledge, issuance, grant of a security interest or other transfer, issuance or disposition by any other means of equity interests or of control of one or more other Persons directly or indirectly controlling or beneficially owning any Equity Securities in such Member.
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Upstream Transfer means a transfer, assignment, or other disposal of any Shareholder Equity. “US GAAP” shall mean generally accepted accounting principles in the United States of America. “Valuation Expert” shall mean an independent financial firm not affiliated or associated with any Shareholder, with an internationally-recognized accounting or investment banking practice having expert knowledge with respect to the valuation of companies in the chemical and petrochemical production and product marketing business. “Valuation Notice” shall have the meaning set forth in Annex D (Acquisition of Ownership Interests). “Valued Interest” shall have the meaning set forth in Annex D (Acquisition of Ownership Interests). “VP – Business and Services” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “VP – Industrial Relations” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “VP – Manufacturing and Engineering” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “Willful Misconduct” shall mean any willful act or omission of a Person (including the willful breach of this Agreement) that is intended to cause, or is in reckless [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 26 - disregard of or wanton indifference to, the consequences that such act or omission would have on the rights, business, operations, health, or safety of another Person.
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Related to Upstream Transfer

  • Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Signaling Transfer Point (“STP”) means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. A STP transmits, receives and processes CCIS messages.

  • 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.

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

  • 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.

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

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

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • 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);

  • Deportation or forcible transfer of population means forced displacement of the persons concerned by expulsion or other coercive acts from the area in which they are lawfully present, without grounds permitted under international law;

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • Restricted Transfer means: 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted 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) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Transfer Form means a standardized form prescribed by the Management Company to be duly filed by the investor to transfer Units and will be stated in this Offering Document.

  • Transfer of ownership Includes, but is not limited to, the conveyance of a Mortgaged Property, whether legal or equitable, voluntary or involuntary, by any of the following methods:

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

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • 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.

  • Pass-Through Transfer The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer" (with or without a master servicer) thereunder.

  • Balance Transfer refers to the facility of transferring the outstanding balances from another credit card held by the Cardmember with another bank, financial institution or credit card issuer to the Card Account, subject to the Balance Transfer terms and conditions applicable at the time of application for Balance Transfer;

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Whole Loan Transfer Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Transfer Assets means both the Movable Assets and immovable assets, fully operational and functional, of the Project which are necessary or required for the performance of services and such other assets as Concessionaire procures in accordance with the provisions of this Agreement and shall specifically include all land, property and structures thereupon acquired during the term, all equipment and services, furnishings, etc. in relation to the operation of the Project, as existing on the date of Termination.