Exempted Transfer definition

Exempted Transfer means any of the following transfers of Shares:

Exempted Transfer means a Transfer (i) to one or more Affiliates of a MDCP Co-Investor or its Permitted Transferees, (ii) to any members, partners, shareholders, officers or directors of a MDCP Co-Investor or entity controlling, controlled by or under common control with a MDCP Co-Investor or among the Family Group of any such Person, (iii) up to 25% of the aggregate Ordinary Shares held by the MDCP Co-Investors and their Permitted Transferees as of the Settlement Date plus the aggregate Ordinary Shares purchased by the MDCP Co-Investors and their Permitted Transferees after the Settlement Date, (iv) to any Person who becomes an Additional Investor hereunder on or prior to the Settlement Date or (v) in a Public Sale.

Exempted Transfer means a transfer by Buyer, or any of its Subsidiaries, of one or more Adjustable Assets to any Person (i) in which the total gross value of the Adjustable Assets transferred is less than $10 million; (ii) that is made in the ordinary course of business; (iii) in which the transferee is a Pass-Through Buyer Subsidiary; (iv) that qualifies under Section 1031 of the Code; or (v) that qualifies under Section 368(a)(1)(F) of the Code. For purposes of this definition, any series of related transfers shall be treated as a single transfer.

Examples of Exempted Transfer in a sentence

• If the Local Government Board of Trustees fails to act upon Crown’s Exempted Transfer Notice within the Exempted Transfer Evaluation Period (as the same may be extended in accordance with the foregoing provisions), such failure shall be deemed an affirmation by the Local Government Board of Trustees that Crown has in fact established compliance with the Exempted Transfer Criteria to the Local Government’s satisfaction.

• Notwithstanding anything to the contrary herein, each share of Super Voting Preferred Stock that is part of a Transfer other than pursuant to an Exempted Transfer shall automatically become convertible into a share of Class A Common Stock.

• Crown shall give at least thirty (30) days’ prior written notice (the “Exempted Transfer Notice”) to the Local Government of any such proposed Exempted Transfer and shall set forth with specifically in such Exempted Transfer Notice the reasons why Crown believes the Exempted Transfer Criteria have been satisfied.

• The Local Government Board of Trustees shall have a period of thirty (30) days (the “Exempted Transfer Evaluation Period”) from the date that Crown gives the Local Government its Exempted Transfer Notice to object in writing to the adequacy of the evidence contained therein.

• Notwithstanding anything to the contrary herein, each share of Class B Preferred Stock that is part of a Transfer other than pursuant to an Exempted Transfer shall automatically become convertible into a share of Class A Common Stock.

More Definitions of Exempted Transfer

Exempted Transfer shall have the meaning specified in Section 2.1.

Exempted Transfer means, with respect to any Person, any of the following by such Person or any of its Subsidiaries (i) any direct or indirect sale, transfer or other disposition of assets in the ordinary course of business, (ii) any direct or indirect sale, transfer or other disposition of obsolete inventory and equipment, (iii) any distributions of cash or cash equivalents to its stockholders or its Ultimate Parent Entity and/or (iv) any pro rata distributions and contractually required distributions to other holders of its Equity Interests.

Exempted Transfer has the meaning set forth in Section 3.1.

Exempted Transfer has the meaning given in Section 10.1. “Existing Shareholders Agreement” means the Amended and Restated Shareholders Agreement dated September 20, 2017 among the Company and all of the then existing shareholders of the Company. “Fairness Opinion” has the meaning given in Schedule 2; “Financial Year” means a period in respect of which an audited profit and loss account of the Company has been or is to be prepared for the purpose of laying before the Company at its annual general meeting, whether that period is a year or not, or such other date as the Board may decide; “Fit Business” means the business of: (a) wholesale cash and carry trading of Goods, Services and Content; (b) being a provider of technology and any and all kinds of services for online sellers of Goods, Services and Content; (c) providing logistics and related services to sellers of Goods, Services and Content; (d) creating an online market place where sellers of Goods, Services and Content may market their offerings to customers; (e) developing and maintaining websites that are organized for online sale of Goods, Services and Content and licensing the related domain names or unique instances thereof to online sellers of goods and services; and (f) facilitating payments through internet or mobile phones, whether through credit card and/or debit card and/or any other payment method. For the purpose of this definition: (i) “Goods” means any and all kinds of goods and products including tangible goods; (ii) “Services” means any and all kinds of services; and (iii) “Content” means any and all kinds of content including music, e-books and movies. Further, all references to the Fit Business shall include the assets of such business. The Fit Business shall be carried on through subsidiaries in or outside Singapore; “Fit Group” means the Company and each of its subsidiaries from time to time; “Fit Group Company” means any member of the Fit Group; “Fit Representative” means, as to any Fit Group Company, any director, officer, employee, agent or other representative acting for or on behalf of such Fit Group Company and whose conduct could subject such Fit Group Company to liability under Applicable ABAC Laws, Applicable Money Laundering Laws, or Sanctions; 5

Exempted Transfer has the meaning set forth in Section 2(d) hereof. -----------------

Exempted Transfer means any Transfer of Securities (A) for any Key Person’s bona fide estate planning purposes (e.g., transfer to a trust), or through will or intestacy, or (B) to any Person beneficially owned and controlled by any Key Person. For the avoidance of doubt, nothing in this Agreement shall restrict any Transfer between the Key Persons or their controlled entities so long as such Transfer does not reduce the aggregate number of Securities beneficially owned by the Key Persons.

Exempted Transfer means a Transfer of Equity Securities and/or Equity Equivalents of the Company by a MDCP Co-Investor or the Kappa Investor (i) to one or more Affiliates of a MDCP Co-Investor or such Kappa Investor, respectively, (ii) to any members, partners, shareholders, officers or directors of a MDCP Co-Investor or the Kappa Investor or any Affiliate of any of the foregoing, respectively, (iii) of up to 5% of the aggregate Equity Securities or Equity Equivalents of the Company of each type, class or series held by the MDCP Co-Investors or the Kappa Investor, respectively (aggregating, in each case, all Transfers made after the date hereof), (iv) to the Company, an Investor or any Affiliate of an Investor under paragraph 5B of this Agreement or (v) in a Public Sale.