Class B Transfer definition

Class B Transfer has the meaning assigned to such term in Section 4.5(e).

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Class B Transfer means any direct or indirect sale, assignment, transfer, conveyance, pledge, mortgage, hypothecation, encumbrance or other transfer, disposition or encumbering of a share of Class B Common Stock, or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share by proxy or otherwise; provided, however, that the following shall not be considered a “Class B Transfer”:

Class B Transfer means any sale, transfer, assignment, conveyance, whether voluntary or involuntary (including by operation of law), whereby any Person becomes the record holder of Class B Shares.

Examples of Class B Transfer in a sentence

• If for any reason the transfer of such Tallgrass Equity Units does not occur simultaneously with the Class B Transfer, then the Class B Transfer shall be null and void and of no force and effect.

• In the case of any Certificate representing Class B Preferred Units which are converted in part only, upon such conversion, the Class B Transfer Agent shall authenticate and deliver to the Class B Preferred Holder thereof, at the expense of the Partnership, a new Certificate representing the number of Class B Preferred Units not so converted.

• The Class B Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Class B Transfer Agent receives a sum sufficient to pay any tax or duties due because the Units are to be issued in a name other than the holder’s name.

• Upon the occurrence of an event described in (a) or (b) of the preceding sentence, (i) the Class B Transfer Restriction shall terminate and cease to be of any force or effect and (ii) the Class B Liquidation Trust Interests may be Transferred by the holders thereof to the extent otherwise permissible under applicable law.

• The Class B Transfer shall take place concurrently with the closing of the purchase and sale of the Forward Purchase Shares.

• If for any reason the transfer of such AAP Class A Units or General Partner Units does not occur simultaneously with the Class B Transfer, then the Class B Transfer shall be null and void and of no force and effect.

• If for any reason the transfer of such AAP Class A Units or General Partner Units, as applicable, does not occur simultaneously with the Class B Transfer, then the Class B Transfer shall be null and void and of no force and effect.

• Each Fully Subscribing Purchaser’s “Class B Transfer Amount” shall be calculated as the product of (i) the quotient of (A) the aggregate number of Forward Purchase Shares purchased by the Fully Subscribing Purchasers pursuant to this Agreement and the other Forward Purchase Agreements and (B) $100,000,000 and (ii) the Aggregate Class B Transfer Shares.

• Any Principal Stockholder desiring to exercise the Class B Right of First Refusal shall deliver written notice of such election to the transferring Stockholder (or to the fiduciary or other successor in interest that provided the Class B Transfer Notice with respect to a deceased Stockholder) within thirty (30) days after the receipt of the Class B Transfer Notice (ninety (90) days in the case of a Transfer upon the death of a Stockholder) by the Principal Stockholders.

• The Capital Accounts and Percentage Interests of each Member as of the Closing Date, which give effect to (a) all Capital Contributions made on or prior to the Closing Date as well as (b) the Class B Transfer, are as follows: Name Closing Date Capital Account Percentage Interest IMS AG $ 15,933,938 1.144 % Utrecht-America Finance Co. $ 656,988 0.047 % Edam, L.L.C. $ 100,418,162 7.212 % Coordinated Management Systems, Inc.

More Definitions of Class B Transfer

Class B Transfer means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of a Class B Share or any legal or beneficial interest in a Class B Share, whether or not for value and whether voluntary or involuntary or by operation of law or court order (including any such order that results in the designation of any other person which is not a Permitted Transferee to exercise the voting rights attached to the Share). A “Class B Transfer” shall also include, without limitation, a transfer of a Class B Share to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership);

Class B Transfer has the meaning set forth in the recitals to this Agreement.

Class B Transfer means the sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of any interest, whether legal or beneficial, in a Class B Ordinary Share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation or otherwise), including, without limitation, the transfer of, or entering into, a binding agreement with respect to Voting Control over such Class B Ordinary Share, by proxy or otherwise;