Transfer Rights definition

Transfer Rights. Purchasing Investors and Existing Shareholders shall be subject to transfer restrictions (including, without limitation, the right of first negotiation) as set forth in the Existing Shareholders Agreement. In addition, each Existing Shareholder and Purchasing Investor will agree to be bound by the terms of the right of first refusal in favor of Xxxxxxx Xxxx, LLC, as described in the term sheets for Far East licenses attached as exhibits to the Subscription Agreement for the MKHL transaction. Information Rights: Prior to an IPO, consolidated annual financial statements of the Company and its subsidiaries, as well as a quarterly management letter, will be provided to the Purchasing Investors and the Existing Shareholders. Consent Rights Amendment of the A&R Shareholders Agreement (as defined below) will be as currently provided in the Existing Shareholders Agreement. The consent of the Purchasing Investors holding a majority of the outstanding Offered Shares shall be required prior to the amendment of the organizational documents, any other transaction agreement or any other similar documents, in each case of the Company or any of its subsidiaries, that materially adversely affects the rights of the Purchasing Investors. The consent of the Purchasing Investors holding a majority of the outstanding Offered Shares shall be required prior the Company entering into any affiliate transactions not on arms-length terms (in a manner substantially similar to that provided for in the MKHL transaction documents). A&R Shareholders Agreement: The Company, the Purchasing Investors and the Existing Shareholders will enter into an Amended and Restated Share Purchase and Shareholders Agreement (the “A&R Shareholders Agreement”), which will contain provisions that reflect the information and shareholders rights provisions outlined in this term sheet and otherwise as now in effect with Purchasing Investors and Existing Shareholders being treated the same. Terms of the Offering: The offering will terminate upon the sale of all of the Offered Shares or such lesser amount of Shares as the Investors elect to purchase. In order to subscribe for and purchase the Shares, each prospective investor must deliver to the Company a completed A&R Shareholders Agreement (except as otherwise provided herein, with terms substantially similar to that provided for in the Shareholders Agreement).
Transfer Rights means, as applicable, any Preemptive Right and any other put option, call option, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer, right of first refusal or right that is similar to any of the foregoing (including any right of first refusal provided under Section 42(i)(7 of the Code), whether arising under any Organizational Documents of a Person or pursuant to any other Contract.
Transfer Rights. Freely transferable subject to applicable securities laws and customary legends and legend removal mechanics.

Examples of Transfer Rights in a sentence

  • THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND SHALL BE EXPRESSLY FOR THE BENEFIT OF THE BUYER WITH NO TRANSFER RIGHTS OR BENEFIT TO ANY THIRD PARTY.

  • TRANSFER RIGHTS OF RECOVERY AGAINST OTHERS TO US: If any person or organization to or from whom we make payment under the insurance evidenced by this certificate has a right to recover damages from another, that right must be transferred to us.

  • The IMC shall establish the fiscal year budget in accordance with Article 7, COSTS FOR INTERTIE TRANSFER RIGHTS, and a schedule established by the IMC.

  • DISCRETIONARY TRANSFER RIGHTS A teacher may request for a transfer for the following school year to a different building unit.

  • TRANSFER RIGHTS Spaces in Element Dance Arts classes are non-transferable.

  • BUYER WILL NOT SELL, ASSIGN OR TRANSFER RIGHTS IN SUCH SOFTWARE PRODUCTS EXCEPT AS PERMITTED UNDER THE SOFTWARE LICENSE AGREEMENT.

  • YOU MAY NOT: • PERMIT OTHER INDIVIDUALS TO USE THE SOFTWARE EXCEPT UNDER THE TERMS LISTED ABOVE; MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE; COPY THE SOFTWARE (EXCEPT FOR BACKUP PURPOSES); RENT, LEASE, TRANSFER OR OTHERWISE TRANSFER RIGHTS TO THE SOFTWARE OR REMOVE ANY PROPRIETARY NOTICES OR LABELS ON THE SOFTWARE.

  • PERMIT OTHER INDIVIDUALS TO USE THE SOFTWARE EXCEPT UNDER THE TERMS LISTED ABOVE; MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE; COPY THE SOFTWARE (EXCEPT FOR BACKUP PURPOSES); RENT, LEASE, TRANSFER OR OTHERWISE TRANSFER RIGHTS TO THE SOFTWARE OR REMOVE ANY PROPRIETARY NOTICES OR LABELS ON THE SOFTWARE.

  • TO THE EXTENT THAT A PAYMENT INITIATED THROUGH THE SERVICE IS AN "ELECTRONIC FUNDS TRANSFER" AS DEFINED IN REGULATION E ("REG E") IMPLEMENTING THE ELECTRONIC FUNDS TRANSFER ACT, SUCH PAYMENT SHALL BE SUBJECT TO THE CONSUMER BANKING REGULATORY PROTECTIONS DESCRIBED IN REG E AND UNION BANK HOMEOWNERS ASSOCIATION SERVICES’S SMARTSTREET TECHNOLOGY PLATFORM ELECTRONIC FUND TRANSFER RIGHTS AND ERROR RESOLUTION POLICY.

  • In the event AEA incurs, or intends to incur, financial obligations that are recoverable from the Participants pursuant to Article 7, COSTS FOR INTERTIE TRANSFER RIGHTS, the Participants’ requirement to provide advanced written notice of termination shall be thirty (30) calendar days.


More Definitions of Transfer Rights

Transfer Rights. This Contract is for the benefit of the Registered Owner and is non-transferable.
Transfer Rights the transfer rights of the Drama Series F, the Movie I, the Movie II or the Movie III (as the case may be) in the specified regions, i.e. the right to transfer any rights (including exclusive rights and non-exclusive rights) under the New Media Broadcasting Rights Transfer Agreement, the Online Dissemination Rights Transfer Agreement I, the Online Dissemination Rights Transfer Agreement II or the License Agreement (as the case may be) to a third party and the right to allow a third party to re-transfer such rights
Transfer Rights. Full flexibility on IAE's right to transfer Other: Cross collateralization (subject to America West's prepayment rights or amounts not being affected) and cross default provisions Condition Precedents: Corporate approval, [*] no Material Adverse Change in airline, no event of default on other agreements between parties, America West having used its reasonable efforts to obtain commercial debt financing or sale lease back financing on terms and conditions which in the aggregate are similar to those contained herein, etc. Agreement by no later than June 15, 2004 of IAE and America West to a financing term sheet reflecting IAE's terms [*]. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.
Transfer Rights the rights to Transfer Sky Brasil Quotas set forth in Article IX of the Amended Sky Brasil Quotaholders Agreement or Article IX of the Closing Sky Brasil Quotaholders Agreement, as applicable.
Transfer Rights is as defined in Section 7.01.

Related to Transfer Rights

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with the terms of this Subscription Agreement.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Water Rights means: (1) with respect to any Person, all of such Person's right, title and interest in and to any water stock, permits or entitlements and any other water rights related to or appurtenant to property owned or leased by such Person, and (2) with respect to any property, any water stock, permits or entitlements and any other water rights related to or appurtenant to such property.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

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

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or Common Stock issued or issuable upon conversion of Preferred Stock.

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

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

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Water right means a permit, claim, or other authorization, on record with or accepted by the department of ecology, authorizing the beneficial use of water in accordance with all applicable state laws.

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

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • 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.

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

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

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

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

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