Controlled Transfer definition

Controlled Transfer has the meaning set forth in the recitals to this Agreement.
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Controlled Transfer means, collectively, (i) the transfer by Parent to SpinCo of (x) 100% of the issued and outstanding equity interests of PF2 PST Services LLC and (y) 100 shares of SpinCo common stock and (ii) the transfer by Parent to SpinCo of 100% of the issued and outstanding equity interests of PF2 IP LLC, in each case, solely in exchange for Parent’s receipt of shares of SpinCo Common Stock.
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Controlled Transfer means the transfer by Parent to SpinCo of all of Parent’s direct and indirect interest in the JV, which may include the transfer of all of the issued and outstanding equity of the MCK Members (as defined in the LLC Agreement), solely in exchange for Parent’s receipt of shares of SpinCo Common Stock.
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Examples of Controlled Transfer in a sentence

  • From the date hereof until the Distribution Effective Time, Acquiror shall cooperate in good faith with any request by Parent to obtain a private letter ruling, closing agreement or similar determination to the effect that, in whole or in part, the Controlled Transfer, the Distribution and/or the Merger will receive the Intended Tax-Free Treatment.

  • The Merger and, to the knowledge of Echo, the Controlled Transfer and the Distribution will be consummated in accordance with the Transaction Documents (without waiver or modification of any provision thereof) and the descriptions contained in the Applicable SEC Filings.

  • SpinCo will pay its own expenses, if any, incurred in connection with the Controlled Transfer and the Distribution.

  • The Controlled Transfer and the Distribution were consummated under a single, integrated plan to be formulated, approved and adopted by the boards of directors of each of McKesson and SpinCo.

  • The Controlled Transfer, the Distribution and the Merger will be consummated in accordance with the Transaction Documents, as amended (without waiver or modification of any provision thereof), and the descriptions contained in the Applicable SEC Filings.


More Definitions of Controlled Transfer

Controlled Transfer means certain transfers by McKesson of McKesson’s direct and indirect equity interests in the Joint Venture by contributing, in one or more contributions, all of the issued and outstanding equity in the McKesson Members, to SpinCo in exchange for McKesson’s receipt of SpinCo Common Stock, in accordance with the Separation Agreement, immediately after which SpinCo will hold, directly or indirectly, all of McKesson’s direct and indirect equity interests in the Joint Venture.
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Controlled Transfer means the transfer of Assets and assumption of Liabilities described in Section 2.2.
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Controlled Transfer means the transfer of Assets and assumption of Liabilities described in Section 2.2. “Distribution” shall have the meaning set forth in in the Recitals hereto.
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Related to Controlled Transfer

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

  • 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;

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

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Transfers has the meaning set forth in Section 2.1(b).

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

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Transferees means any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • 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—