Indirect Transfer definition

Indirect Transfer means (with respect to any Member that is a corporation, partnership, limited liability company or other entity) a deemed Transfer of a Company Interest, which shall occur upon any Transfer of the ownership of, or voting rights associated with, the equity or other ownership interests in such Member.

Indirect Transfer has the meaning set forth in Section 4.1.5.

Indirect Transfer means, with respect to any Class A Member, any single or series of related transactions that result in a Person (or Persons acting in concert), other than an Indirect Permitted Transferee of the Class A Member in question, who did not directly or indirectly own Equity Securities in such Class A Member prior to the consummation of such single or series of related transactions acquiring or owning, directly or indirectly, any Equity Securities in such Class A Member.

Examples of Indirect Transfer in a sentence

• Any person who holds, or becomes entitled to hold, any Securities shall not undertake a Direct Transfer or Indirect Transfer of any of its Securities without Lead Investor Consent, unless such Transfer is required or permitted pursuant to, and in each case carried out in accordance with, these Articles and the provisions of the Shareholders’ Agreement.

• A Drag-Along Notice must be received (or deemed to have been received) not less than 20 Business Days before the anticipated closing date of the Direct Transfer or Indirect Transfer to the Drag-Along Purchaser.

• On June 12, 2023, STPNOC submitted on behalf of NRG and Constellation an Application for Order Approving Indirect Transfer of Control of Licenses (ADAMS Accession No. ML23163A176) (“Application”) requesting approval to indirectly transfer NRG’s ownership interest in South Texas Project Electric Generating Station (“STP”) to Constellation.

• This Article 34(1) shall not apply to any Direct Transfer or Indirect Transfer of Securities pursuant to Article 30(3)(a)(i).‌‌ (2) If a Transferring Investor wishes to undertake a Direct Transfer or Indirect Transfer of any of its Securities (the “Transfer Securities”) in accordance with Article 34(1), it shall give a Notice (a “Transfer Notice”) to the LeadInvestor (in such capacity, the “Non-Transferring Investor”) containing details of the Transfer Securities.

More Definitions of Indirect Transfer

Indirect Transfer or “Indirectly Transfer” means any transfer, sale or other disposition of any equity interests in the Investor, Plutus, SK E&S Americas or any other Affiliate of the Investor that, directly or indirectly, controls the Investor (other than SK Holdings and SK E&S).

Indirect Transfer. With respect to an Interest, a transfer of Control ----------------- of the Partner directly owning such Interest or of any Affiliate of a Partner more than 50% of the Fair Market Value of which is attributable, directly or indirectly, to such Interest; provided, that, any transaction -------- ---- which is not a Change in Control by virtue of the second sentence of the definition of "Change in Control" shall similarly not be an Indirect Transfer.

Indirect Transfer means a Transfer of common stock or other equity interests of a Principal Stockholder or of a Person (other than the Parent of such Principal Stockholder) of which such Principal Stockholder is a direct or indirect Subsidiary to any Person after giving effect to which such Principal Stockholder is no longer a Subsidiary of the Person that was its Parent prior to such Transfer; provided, however, that a Distribution shall not constitute an "Indirect Transfer."

Indirect Transfer means (with respect to any Stockholder that is a corporation, partnership, limited liability company, or other entity) a deemed Transfer of the Preferred Stock or Common Stock, which shall occur upon any Transfer to any person of a majority of the ownership of, or voting rights associated with, the equity or other ownership interests in such Stockholder if at least seventy-five percent (75%) of the value of all of such Stockholder’s assets is attributable to such Stockholder’s investment in the Company (it being understood that the acquisition by a holder of a majority of the ownership of, or voting rights associated with, the equity or other ownership interests in such Stockholder, of additional equity securities of such Stockholder shall not be an Indirect Transfer); provided, however, that in no event shall any transfer of equity or other ownership interests in NGP, Bunge, Westway, USBG, or West Central be deemed an Indirect Transfer of Preferred Stock or Common Stock.

Indirect Transfer has the meaning given in Clause 7.2.

Indirect Transfer means, with respect to any Partner, any transfer, assignment, sale, conveyance, license, lease or partition of any interests in any Person that results in the Ultimate Parent of such Partner ceasing to Control such Partner; provided, however, that no Indirect Transfer shall occur or be deemed to occur with respect to any Partner upon the occurrence of a merger, combination or consolidation of the Ultimate Parent of such Partner so long as, after giving effect to such merger, combination or consolidation, the surviving entity of such merger, combination or consolidation continues to Control such Partner (a “Permitted Merger Transaction”). Notwithstanding the foregoing, an Indirect Transfer shall not include any pledge, hypothecation or encumbrance of any interests in any Person that Controls any Partner for security purposes pursuant to a bona fide arms’ length transaction, but shall include any direct transfer, assignment, sale, conveyance, license, lease, or partition of such interests upon the foreclosure (or in lieu of foreclosure) of any such pledge, hypothecation or encumbrance to the extent such direct transfer, assignment, sale, conveyance, license, lease, or partition results in the Ultimate Partner of such Partner ceasing to Control such Partner. For the avoidance of doubt, any transfer, assignment, sale, conveyance, license, lease or partition that results from any issuance of interests by the Ultimate Parent of any Partner shall not be an Indirect Transfer with respect to such Partner.

Indirect Transfer means a Transfer of common stock or other security ----------------- interests of a Consenting Stockholder or of a Person of which such Consenting Stockholder is a direct or indirect Subsidiary to any Person after giving effect to which such Consenting Stockholder is no longer a Subsidiary of the Person that was its Parent prior to such Transfer, unless the holders of Voting Securities of the Person that was such Consenting Stockholder's Parent prior to such Transfer beneficially own Voting Securities representing fifty percent or more of the Actual Voting Power of the Person that is such Consenting Stockholder's Parent immediately after such Transfer.