Deemed Transfer definition

Deemed Transfer has the meaning set forth in Section 7.1(c) of this Agreement.

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Deemed Transfer shall have the meaning set forth in Section 9(b).

Deemed Transfer shall have the meaning ascribed to such term in Subsection 8.2(e).

Examples of Deemed Transfer in a sentence

Where a Deemed Transfer Notice is deemed given pursuant to clause 9.2 (Event of Defaults and deemed transfers), such Deemed Transfer Notice shall also be deemed to offer, by way of transfer, any Shareholder Debt outstanding to the Defaulting Shareholder in the Company (Defaulting Shareholder Debt).
The rights provided for in this ARTICLE V in favor of the Anywhere Member or the TRG Member, as applicable, are personal to each such Member to which such rights have been granted and may not be Transferred (including through a Deemed Transfer) by any such Member to any Person other than to an Affiliate of such Member.
If a Deemed Transfer occurs without the approval of the Board (including the approval of the TRG Designee), the Entity that holds Units will be deemed to have violated this ARTICLE VII, and, in addition to such rights and remedies as the Company and other Members may have against such defaulting holder, such defaulting holder shall take all action required to void such Transfer.
Failure to make such re-transfer within fourteen days of the transferee ceasing to be such an Associated Company shall result in a Deemed Transfer Notice under Section 13.4(b).
The rights provided for in this Section 7.4 are personal to each Member to which such rights have been granted and may not be Transferred (including through a Deemed Transfer) by any such Member to any Person other than to an Affiliate of such Member; provided, that any Transferee of the Units of such Member shall be subject to all obligations of such Member hereunder.
The provisions of this Clause 4.15 apply only to resolutions necessary to implement a Deemed Transfer Notice and not to any other resolutions.
Nothing in this sub-clause (f) shall prevent the service of a Transfer Notice which a Shareholder is required to give in accordance with the Articles or the giving of a Deemed Transfer Notice in accordance with the Articles.
RuralCom has made ISED aware of recent changes in ownership and control and will continue to work with ISED towards its approval of a Deemed Transfer.
Deemed Transfer of Units ...................................................................................
Where a Deemed Transfer Notice is deemed given pursuant to clause 9.2, such Deemed Transfer Notice shall also be deemed to offer, by way of transfer, any Shareholder Debt outstanding to the C Shareholder in the Company (C Shareholder Debt).

More Definitions of Deemed Transfer

Deemed Transfer has the meaning as set out in Clause 7;

Deemed Transfer means any transaction or dealing (including a transfer of shares, declaration of trust, lease or franchise agreement) under which the control (direct or indirect) of the Specialist Retailer’s business or, in the case of a Specialist Retailer business owned by a corporation, the control (direct or indirect) of the corporation, is transferred or passes to another person.

Deemed Transfer. In the event that at any time during the Restricted Period the number of Exclusive Homes Passed (as defined below) of a Cable Parent fails to equal or exceed such Cable Parent's Minimum Exclusive Homes Passed (as defined below), then such Cable Parent shall be deemed to have made a Transfer (the "Deemed Transfer") of a number of shares equal to the Proportionate Transferred Shares (as defined below). Upon the occurrence of a Deemed Transfer, the Cable Parent of such Stockholder shall be required to cause the Stockholder in question to offer to sell to the other Stockholders (on a pro rata basis) a number of shares owned by such Stockholder equal to the Proportionate Transferred Shares at a price per share, payable in cash, equal to the Fair Market Value thereof (which, if such offer occurs subsequent to the IPO, shall mean the average trading price of a share of Series A Common Stock over the twenty trading days ending on the day prior to the occurrence of such Deemed Transfer). If all such offered Proportionate Transferred Shares are not accepted by such other Stockholders, any remaining shares shall be offered pro rata to Stockholders electing to purchase in such initial offering. Such other Stockholders which elect to accept such offer shall purchase such Proportionate Transferred Shares in accordance with mutually acceptable procedures which are consistent with the provisions of this Term Sheet; provided, however, that any -------- ------- offered Proportionate Transferred Shares which are not purchased by the Stockholders pursuant to this paragraph shall thereafter cease to be Proportionate Transferred Shares for this and any subsequent Deemed Transfer. Following the first occurrence of circumstances giving rise to a Stockholder's obligation to offer the Proportionate Transferred Shares to the other Stockholders, successive offerings of the Proportionate Transferred Shares shall be made from time to time in accordance with the provisions of this section; provided, that any such offering of Proportionate Transferred Shares otherwise required hereby shall be deferred until the number of Proportionate Transferred Shares to be offered, together with any Proportionate Transferred Shares whose offering has been previously deferred, constitutes, in the aggregate, an amount equal to at least 1% of the number of Total Shares held by such Stockholder's Stockholder Group. For purposes of the foregoing: (i) "Exclusive Homes Passed" means as of the date of determi...

Deemed Transfer. The provisions of Article 5 of the Stockholders Agreement will be amended to provide that (i) as and to the extent Contributed Systems are transferred from the TCI Stockholder Group to the CSC Stockholder Group, the number of Base Homes Passed of TCI and its Controlled Affiliates shall be reduced by the number of Homes Passed of such Contributed Systems (the "Contributed Homes Passed") and (ii) the number of Base Homes Passed of CSC, CSC Parent and their Controlled Affiliates will be equal to the number of Homes Passed of CSC and its Controlled Affiliates used for purposes of the determination of the number of Warrants (other than the Contingent Warrants) issuable to CSC Sub, which number shall be increased from time to time upon any transfer of Contributed Systems to CSC, CSC Parent or their Controlled Affiliates. For purposes of Article V, the "Total Shares" of CSC Sub shall be the number of shares issuable upon exercise of the Warrants issuable to it pursuant to the Warrant Purchase Agreement (including Contingent Warrants), as reduced from time to time as necessary to reflect the termination of Contingent Warrants occurring upon the termination of agreements or arrangements providing for the transfer of Contributed Systems. Such amendment will effect corresponding changes to Schedule II to the Stockholders Agreement.

Deemed Transfer has the meaning given to that phrase in Notice" paragraph 3 of Schedule 5;