Exempted Transfers definition

Exempted Transfers means the following: (i) any transfer or transfers to the ancestors, descendants or spouse of a stockholder or to trusts, partnerships or other entities formed for the benefit of such persons, (ii) any transfer or transfers to an Affiliate of any holder of Preferred Stock or Common Stock obtained on conversion of the Preferred Stock, (iii) any transfer by a holder of Preferred Stock to any other holder of Preferred Stock or Common Stock obtained on conversion of the Preferred Stock, (iv) any pledge of shares made pursuant to a bona fide loan transaction that creates a mere security interest, (v) any transfer by a stockholder that is a partnership, limited liability company or corporation to the partners, members or stockholders of such entity without the payment of consideration therefor, (vi) any bona fide gift, (vii) any transfer pursuant to the Company’s repurchase right under the Stock Option Plan, the Long Term Incentive Plan or under any other stock option, stock bonus or other stock plans or agreements in effect as of the date hereof, or under any stock option, stock bonus or other stock plan approved by the Board thereafter or (viii) any transfer resulting from the Company’s purchase, foreclosure or acquisition of shares of any Securities that were secured by a promissory note in favor of the Company; provided, however, that, except in the case of clauses (i), (vii) or (viii) above, any such transferee is an “Accredited Investor” as defined in the Securities Act; provided, further, that the term “Exempted Transfers” shall not include any transfer which would require the Company to register any class of securities pursuant to Section 12 of the Exchange Act, and any such transfer shall be void ab initio.
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Exempted Transfers has the meaning set forth in Section 4.1(ii).
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Exempted Transfers means (i) a Transfer of Ordinary Shares under the Dingfeng Call Option pursuant to the Dingfeng Option Agreement and (ii) a Transfer of any portion of the Founders’ option granted under the ESOP by the Founders to any employee of the Group Companies, provided that such Transfer is made in compliance with all applicable Laws; and an “Exempted Transfer” means either of the foregoing.
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Examples of Exempted Transfers in a sentence

  • EXEMPT TRANSFERS 7 3.1 Exempted Transfers 7 3.2 Exempted Offerings 8 3.3 Prohibited Transferees 8 4.

  • Any transferee of Registrable Securities made pursuant to any of the Exempted Transfers shall be deemed to be a holder of Registrable Securities that are entitled to the rights under this Agreement.

  • For purposes of this Agreement, the following transfers of Registrable Securities shall not be deemed to be "sales" of Registrable Securities: (i) the transfers of shares among Persons comprising an individual Holder, (ii) pledges of shares permitted under Section 11(d), (iii) transfers of shares by Apollo and AEW to CBA, (iv) the Exempted Transfers, (v) donations of shares by the Holders which are made to Charitable Organizations, and (vi) any distribution of shares by an Allright Holder to its investors.

  • Successors and Assigns [Note: This section needs to be modified to the applicable situation and must be coordinated with the transfer rights under Section 6.7 (Exempted Transfers).] The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

  • Notwithstanding the foregoing, co-sale rights granted under Section 3.1 shall not apply to any Exempted Transfers.

  • These Conditions shall be governed by and construed in accordance with the law of Northern Ireland and the Northern Ireland Courts shall have exclusive jurisdiction over all differences and disputes which shall arise between the Company and the Supplier.

  • The Carell Holders shall have the right to resell that amount of Registrable Securities under the Shelf which has an aggregate Market Value, on the Initial Filing Date, of (a) $150 million, plus (b) the Initial Underwriting Amount of the Carell Holders, less (c) the gross proceeds received by the Carell Holders in all sales of Registrable Securities before the Initial Filing Date (excluding gross proceeds received in the Exempted Transfers).

  • The provisions of paragraphs 20, 21 and 22 will not apply to Exempted Transfers.

  • What can be seen from the article is that the phrase "exploration" and "use" is written, instead of just "exploration." This shows that the term "use" has a broader meaning than just exploration.

  • Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.Transfers of Securities by RRVL Further Acquisitions by RRVL Exempted Transfers and Acquisitions Assignment Provisions as to transfer of shares to apply mutates mutandis to debentures, etc.

Related to Exempted Transfers

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

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

  • 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.

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

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

  • 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.

  • 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;

  • 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.

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

  • 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.

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

  • 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—

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • 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.

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Exempted Person means the Sponsor, its members and its affiliates, any of their respective direct or indirect transferees of at least 15% of the Corporation’s outstanding common stock and any “group” of which any such person is a part under Rule 13d-5 of the Exchange Act.

  • 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.

  • 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.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • 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.

  • Restricted Fund means a fund in which the use of the principal or principal and income is restricted by agreement with, or direction by, the donor to a specific purpose. Restricted fund does not include a fund over which the owner has complete control. The owner is deemed to have complete control over a fund that is to be used for general operating or building purposes.

  • Exempted Securities means:

  • 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.

  • Prohibited Transferee means any Person who is a: