Excepted Transfers definition

Excepted Transfers means (i) vessel charters, (ii) sale and leaseback transactions entered into for financing purposes and (iii) requisitions for hire and not for title (meaning when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates), with the exception of clause (iii) above, in the ordinary course of the Company’s business, consistent with past practice and not done in contemplation of or as part of a transaction that would otherwise constitute a Fundamental Change, or transaction structured as an Excepted Transfer for the purposes of avoiding being considered a Fundamental Change. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A. “Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. “Form of Note” means the “Form of Note” attached hereto as Exhibit A. “Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A. “Former Affiliate Notes” means Physical Notes that were previously Affiliate Notes that are not at such time freely tradable under U.S. securities laws. “Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs: (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its wholly owned Subsidiaries and the employee benefit plans of the Company and its wholly owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity; (b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a stock split, reverse stock split or other subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consoli...
Sample 1
Excepted Transfers means (i) vessel charters, (ii) sale and leaseback transactions entered into for financing purposes, (iii) requisitions for hire and not for title (meaning when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates) and (iv) transfers to Golar LNG Partners LP for so long as it remains listed on a national securities exchange (as defined in the Exchange Act), in each case, with the exception of clause (iii) of this definition, in the ordinary course of the Company’s business and consistent with past practice.
Sample 1

Examples of Excepted Transfers in a sentence

  • Incumbents will have an opportunity to update the license information provided in ULS on which these holdings are based.• File Excepted Transfers andAssignments (if applicable).

  • We recommend that Treasury and the Service clarify whether Excepted Transfers would include transfers in which the equity interest is subject to the transferor’s retention of a qualified payment right, and which also require application of the section 2701 special valuation rules.14E.

  • Accordingly, we recommend that final regulation apply to Excepted Transfers completed on after the Effective Date subject to the exceptions described under Prop.

  • For example, the treatment of Enforceable Promise Transfers as Excepted Transfers apparently relies upon Revenue Ruling 84-25;9 however, Revenue Ruling 84-25 does not specify which section of the Code requires the inclusion of an Enforceable Promise Transfer in the gross estate of the decedent.

  • In particular, the final regulations should address whether other transfers that are substantially similar to an Enforceable Promise Transfer (e.g., a gift to a donee followed by a loan from the donee back to the donor, which loan remains outstanding at the donor’s death) should also be considered Excepted Transfers.

  • SFAS 98 prohibits sale recognition on a sale-leaseback transaction when the sublease is not considered to be minor.

  • We recommend that the final regulations clarify that certain transfers are Excepted Transfers despite the fact they are not includible or treated as includible in the gross estate.

  • Such transfers are also included within Excepted Transfers under the Proposed Regulation.

  • Given this example, we recommend that the final regulations clarify whether Enforceable Promise Transfers and other Excepted Transfers may utilize non-Bonus BEA (such as DSUE amounts).

Related to Excepted Transfers

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

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

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

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • 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.

  • excepted fund means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

  • Excepted Holder means a Stockholder for whom an Excepted Holder Limit is created by the Charter or by the Board pursuant to Section 5.9(ii)(g).

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

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

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

  • 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—

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • 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.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Excepted Person Defined in Section 13.13(a).

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • 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.

  • Excepted Issuances means, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.

  • Excepted Property The meaning assigned in the Granting Clauses hereof.

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.