Deemed Transfer definition

Deemed Transfer shall have the meaning ascribed to such term in Subsection 8.2(e).
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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.
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Deemed Transfer shall have the meaning set forth in Section 9(b).
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Examples of Deemed Transfer in a sentence

  • 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 Company Articles or the giving of a Deemed Transfer Notice in accordance with the Company Articles.

  • The implementation of a Deemed Transfer without the prior approval of Industry Canada will be considered a breach of this condition of licence.

  • If following the meeting of the Company Board and the SPB a solution has not been agreed which allows the relevant Founder Shareholder to continue lawfully to participate in the Company as a Shareholder following the proposed change of Law, the relevant Founder Shareholder shall be deemed to have served a Deemed Transfer Notice under the provisions of the Company Articles witheffect from the date no later than [six (6)] months before the coming into force of the relevant proposed change of Law.

  • The intention here in relation to "… or as may otherwise be agreed…" is that the removal of the Responsible Shareholder could be agreed as being a remedy on an absolute basis in relation to the Relevant Default or on a less absolute basis so that, for example, should the removal not effectively cure the default within an agreed time period, a Deemed Transfer Notice would still be deemed given.

  • 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 Hold Co Articles or the giving of a Deemed Transfer Notice in accordance with the Articles.

  • The licensee must apply in writing to Industry Canada for approval prior to implementing any Deemed Transfer, which will be treated as set out in CPC-2-1-23.

  • The licensee must apply in writing to ISED for approval prior to implementing any Deemed Transfer, which will be treated as set out in CPC-2-1-23.

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  • A Deemed Transfer Notice shall supersede and cancel any then current Transfer Notice insofar as it relates to the same shares except for shares which have then been validly transferred pursuant to that Transfer Notice.

  • If a Participant fails to transfer any Shares the subject of a Deemed Transfer Notice when required pursuant to clause 9.1 of this Option Agreement, the Board may authorize any person (who shall be deemed to be the attorney of the Participant for that purpose) to execute the necessary transfer of such Shares and deliver it on the Participant’s behalf.


More Definitions of Deemed Transfer

Deemed Transfer has the meaning as set out in Clause 7;
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Deemed Transfer has the meaning given to that phrase in Notice" paragraph 3 of Schedule 5;
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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...
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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.
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Related to Deemed Transfer

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • 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;

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

  • excepted transfer means, in relation to any shares held by a member:

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

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

  • Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit I, by which Subsequent Loans are transferred to the Trust Fund.

  • 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.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • 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.

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

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • 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—

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

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • Affected Transaction has the meaning set forth in Section 14 of the Agreement.

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

  • Constructive Sale means, with respect to any security, a short sale or entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of such security.

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

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

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • 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).

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