EHT CRP Transfer Note means a note in an amount equal to the total of the COGPE, CDE and CEE balances of EHT immediately prior to the EHT First Resource Property Conveyance;
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Transfer Notice Date has the meaning given to it in Section 2.06.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.
IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.
Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.
Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;
Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).
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-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:
Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.
Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.
Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.
Reverse Repurchase Agreement means an agreement pursuant to which the Fund sells Securities and agrees to repurchase such Securities at a described or specified date and price.
Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.
Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Transfer Restricted Note means any Note that bears or is required to bear a Restricted Notes Legend.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.
Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Series B Purchase Agreement means that certain Series B Preferred Stock Purchase Agreement, dated as of November 10, 2015, as amended and supplemented to date, by and among the Company and the investors signatory thereto.
Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.
Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:
Non-Election Shares shall have the meaning set forth in Section 3.2.1.