Group Transferee definition

Group Transferee has the meaning set forth in Section 7.02(a)(ii).
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Group Transferee means a person to whom Shares have been transferred under clause 17.5 (Transfers within a Group);
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Group Transferee has the meaning given in clause 17.1 (Permitted Transfers);
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Examples of Group Transferee in a sentence

  • Nothing herein expressed or implied is intended to confer upon any person, other than the parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement; provided, however, that any Permitted Holder Group Transferee shall be entitled to any rights, remedies, obligations or liabilities conferred under or by reason of this Agreement.

  • According to decision of the Banking Regulation and Supervision Agency dated 18 January 2019 and numbered 8210 of, with the framework Ziraat Katılım Bankası A.Ş board of directors decisions no 6/1 dated 21 February 2019, The Group (Transferee) and Ziraat Finansal Kiralama A.Ş. (Acquired) are merged in accordance with relevant articles of the Turkish Commercial Code No. 6102.

  • Right of pre-emption and tag-along right Each of the JV Partner and MIE Maple may transfer some or all of their Asia Maple Shares to any third party purchaser (not being a transfer to a Group Transferee) provided that, before entering into any agreement with a third party purchaser, the selling party shall offer to the other party the Asia Maple Shares proposed to be sold to the third party purchaser in accordance with the terms of the Shareholders’ Agreement.

  • Permitted transfers Any Asia Maple Shareholder may at any time transfer any Asia Maple Shares to its Group Transferee, provided the Group Transferee first enters into a deed of adherence and that the transferor shall have notified the other Asia Maple Shareholder(s) and Asia Maple of the proposed transfer at least ten days before its completion.

  • Any Director may be removed, with or without cause, at any time by the holders of a majority of the outstanding Units then entitled to vote at an election of Directors; provided, however, that Mx. Xxxxx, or any individual appointed to be a Director by Mx. Xxxxx (or by the executor of his estate) or by a Gxxxx Family Group Transferee pursuant to Section 7.2(c) may be removed only by Mx. Xxxxx or by the executor of his estate, or by such Gxxxx Family Group Transferee, as the case may be.

  • In addition, notwithstanding anything to the contrary contained herein, any Transfer to a Group Transferee may be made without the necessity of satisfaction of the conditions set forth in this Section 5.3 (other than the condition contained in the third sentence of this Section 5.3).

  • According to decision of the Banking Regulation and Supervision Agency dated 18 January 2019 and numbered 8210 of, with the framework Ziraat Katılım Bankası A.Ş board of directors decisions no 6/1 dated 21 February 2019, The Group (Transferee) and Ziraat Finansal Kiralama A.Ş. (Acquired) are merged in accordance with relevant articles of the Turkish Commercial Code No. 6102, the merger was registered on 1 March 2019 by the Istanbul Trade Registry Office.

  • If within forty-two days from the date of service of a Deadlock Notice the Shareholders shall have failed to resolve the disagreement, the respective chairmen of the Shareholders (other than any Group Transferee) shall be provided with copies of all such memoranda and shall as soon as reasonably practicable meet to discuss the disagreement and use all reasonable endeavours to resolve it.

  • The merger between Aedas Homes Group (Transferee) and Aedas Homes (Transferor) closed on June 29, 2017 and the name and registered office of the Transferee were changed to those of the Transferor, so that the Company's name was changed from Aedas Homes Group to Aedas Homes.

  • A Group Transferee shall transfer, in a manner and to a transferee permitted by this agreement, all the Shares held by it before it ceases to be in the same Group as the Original Holder.


More Definitions of Group Transferee

Group Transferee means a BSMB Transferee or an HMTF Transferee, as the case may be.
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Group Transferee means a company to which Equity Interests have been transferred pursuant to Clause 26;
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Related to Group Transferee

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

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

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

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

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Purported Record Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series A Preferred Stock if such Transfer had been valid under Section 7(b)(i) of these Articles Supplementary.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferee Company means any company or body corporate established in the Islands or in any other jurisdiction.

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

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • 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.

  • Initial Investor Interest means $750,000,000.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.