excepted transfer means, in relation to any shares held by a member:
excepted transfer means, in relation to shares held by a Shareholder:
excepted transfer means, in relation to any share held by a holder:
More Definitions of excepted transfer
excepted transfer means, in relation to Shares:
excepted transfer means, in relation to any shares held by a holder:-
excepted transfer means, as set forth in the exception to the second sentence of Section 4.1(a) (General Restrictions on Transfer of Common Stock) of the Stockholders’ Agreement, the “Transfer” at any time by CCMP and its “Permitted Transferees” of up to twenty percent (20%) of the “Common Stock” (each as defined in the Stockholders’ Agreement) owned by them (calculated immediately subsequent to the closing contemplated by the Stock Purchase Agreement) so long as the requirements of Transfer set forth in the proviso in Section 4.2(a) of the Stockholders’ Agreement are met.
excepted transfer means a Transfer of Common Stock which occurs in (a) a Public Sale, (b) a transaction in which the Drag Along Right or Demand Event Drag Along Right is exercised, (c) a transaction in which the Tag Along Right or Demand Event Tag Along Right is exercised, (d) a merger or acquisition in which the Company is not the surviving entity, or (e) in the case of WWC, Transfers in an aggregate amount up to 10% of the outstanding shares of Common Stock to transferees which are entities with substantial assets and business operations in the telecommunications industry.
excepted transfer means, in relation to shares held by a Member (a) a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section974 of the CA 2006; or (b) a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded; or (c) a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the Member and with any other person appearing to be interested in the shares.
excepted transfer means any Transfer by a Member of a Membership Interest to a controlled subsidiary or affiliate of such member; provided that the transferee first agrees to become a party to this Agreement and bound hereby and provided that no such Transfer shall relieve the transferring Member of its obligations hereunder without the prior written consent of the other Members.
excepted transfer means, as set forth in the exception to the second sentence of Section 4.1(a) (General Restrictions on Transfer of Common Stock) of the Stockholders’ Agreement, the “Transfer” at any time by CCMP and its “Permitted Transferees” of up to twenty percent (20%) of the “Common Stock” (each as defined in the Stockholders’ Agreement) owned by them (calculated immediately subsequent to the closing contemplated by the Stock Purchase Agreement) so long as the requirements of Transfer set forth in the proviso in Section 4.2(a) of the Stockholders’ Agreement are met. “Net Proceeds” shall mean, with respect to a Transaction, the actual cash proceeds received by CCMP in a Transaction, but excluding any Tax Distributions or the aggregate amount of any out-of-pocket expenses incurred by CCMP in connection with such Transaction; “Sale of the Company” means and includes each of the following: (i) The consummation of any transaction or series of related transactions involving the sale of the Company’s outstanding securities (but excluding a public offering of the Company’s capital stock) for securities or other consideration issued or paid or caused to be issued or paid by such other corporation or an affiliate thereof and which result in this Company’s shareholders (or their affiliates) immediately prior to such transaction not holding at least a majority of the voting power of the surviving or continuing entity following such transaction; or (ii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately af...