Baxter Transferee definition

Baxter Transferee means Baxalta Incorporated or any of its Affiliates to whom Baxter transfers its shares of Common Stock and Preferred Stock pursuant to the Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof by and among the Company and the parties listed therein, as it may be amended or restated from time to time.
Sample 1

Related to Baxter Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

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

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

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

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

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

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

  • Purported Record Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series A Preferred Stock if such Transfer had been valid under Section 7(b)(i) of these Articles Supplementary.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Transferee Letter Defined in Section 13.16.

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • 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;

  • Initial Holder has the meaning set forth in the preamble.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and