excepted transfer definition
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 Shares:
More Definitions of excepted transfer
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, 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 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, 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 section 428(1) of the Act); or (b) a transfer in consequence of a sale made through a recognised investment exchange 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, or series of related Transfers, of less than ten percent, in the aggregate, of the outstanding Common Stock or less than ten percent of the outstanding Preferred Stock, as applicable.
excepted transfer means any Transfer by a Member of a Membership Interest to a controlled subsidiary or affiliate of such Member (or a family member of such Member or a trust for the benefit of such Member and/or such Member's family members, in the case of any individual 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 any Transfer by a Member of a Membership Interest to a controlled subsidiary or affiliate of such Member (or a family member of such Member or a trust for the benefit of such Member and/or such Member's family members, in the case of any individual 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. 1.27. "Fiscal Year" shall mean the period from September 1 to August 31 of each year, or such other period as may hereafter be adopted by the Managers. 1.28. "▇▇▇▇▇▇▇▇ ▇▇▇▇▇" shall mean ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Co., a Utah corporation. 1.29. "▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Programs" means all coaching programs and other services and materials provided by the Company with respect to (i) proprietary coaching programs now or hereafter developed, produced and/or marketed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or its Affiliates (other than the Company), and/or (ii) any of the third party programs identified on Exhibit B attached hereto. 1.30. "▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Program Income" means, for any period, the Operating Margin generated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Programs during such period, minus the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Program Share of all remaining operating expenses (other than those included in ▇▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ Operating Margin) incurred by the Company during such period. 1.31. "▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Program Share" means, for any period, the percentage equivalent of a fraction, the numerator of which shall be the total revenue from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Programs during such period, and the denominator of which shall be the total revenue of the Company during such period. 1.32. "Gross Asset Value" shall mean, with respect to any Company asset, the asset's adjusted basis for federal income tax purposes, except as follows: a. The initial Gross Asset Value of an asset contributed by a Member to the Company shall be the gross fair market value of such asset as of the date of contribution.