Involuntary Transferor definition

Involuntary Transferor has the meaning set out in section 11.1;
Sample 1Sample 2
Involuntary Transferor has the meaning set forth in Section 6(a).
Sample 1
Involuntary Transferor has the meaning set forth in Section 7.6(c).
Sample 1

Examples of Involuntary Transferor in a sentence

  • The Other Shareholder shall have the right to purchase the Involuntary Transferor Shares at the price to be determined in accordance with the provisions of section.

  • Within 10 Business Days of the fair market value of the Involuntary Transferor Shares having been determined, the Other Shareholder who desires to purchase all of the Involuntary Transferor Shares shall give notice thereof to the Involuntary Transferor and to the Corporation.

  • Upon the giving of notice pursuant to section 11.4, a binding contract of purchase and sale will exist between the Involuntary Transferor and the Other Shareholder which contract will be subject to the provisions of, and completed in the manner provided in, Article 12.

  • Notwithstanding the foregoing in no event shall the amount paid as a down payment be less than the amount of any insurance proceeds received by the Company or any Continuing Shareholder as a result of the death of the Involuntary Transferor.

  • The Shareholder who suffered or will suffer the Involuntary Transfer (the "Involuntary Transferor") shall send written notice of the Right of First Refusal (the "Involuntary Transfer Notice") to the other Shareholders, which shall state the number of Transferred Shares subject to the Involuntary Transfer.

  • If the Surviving Members shall have elected to purchase the Membership Interest of an Involuntary Transferor, the purchase price of such Membership Interest shall be the product of the Percentage Interest represented by the Involuntary Transferor’s Membership Interest being purchased by the Surviving Members multiplied by the Agreed Value.

  • Upon the occurrence of an Involuntary Transfer, the remaining Members (the "Remaining Members") shall have the option, exercisable by written notice to the Member undergoing the Involuntary Transfer (hereinafter referred to as the "Involuntary Transferor") or to his or its successor or legal representative, as appropriate, to purchase all or any portion of the Membership Interest of the Involuntary Transferor which is subject to the Involuntary Transfer (the "Transfer Interest").

  • Simultaneously therewith the Involuntary Transferor shall execute, acknowledge and deliver to the purchasing Surviving Members such instruments of conveyance, assignment and releases as shall be necessary or reasonably desirable to convey its Membership Interest to the purchasing Surviving Members.

  • In the event the parties are unable to agree on the FMV within twenty (20) days, the Involuntary Transferor and the purchasing party shall mutually agree on the selection of an investment banking firm or other valuation firm that shall provide its appraisal of the Transfer Interest as of the end of the month in which the Involuntary Transfer or Insolvency Event occurred, which appraisal shall be accepted as the FMV of the Transfer Interest.

  • During the Election Period (as defined below), the Corporation shall have the right to purchase all of the Stock of such Involuntary Transferor at the Purchase Price (as defined below).


More Definitions of Involuntary Transferor

Involuntary Transferor is defined in Section 8.4.
Sample 1

Related to Involuntary Transferor

  • Involuntary Transfer means any Transfer of Shares, or proposed Transfer of Shares, (i) in the case of a Member who is a natural person, upon such Member’s death or the entry by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s person or such Member’s property; (ii) in the case of a Member that is a trust, the termination of the trust, (iii) in the case of a Member that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) in the case of a Member that is an estate, the distribution by the fiduciary of the estate’s interest in the Company; and (v) in the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter.

  • Voluntary Transfer A Voluntary transfer to a higher or lower pay grade will be effective on the date of transfer. A voluntary transfer within the same pay grade will not receive a salary adjustment.

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include any action described in the Separation Agreement or any Ancillary Agreement or that is undertaken pursuant to the Contribution or the Distribution.

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

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

  • Involuntary Withdrawal means, with respect to any Member, the occurrence of any of the following events:

  • 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.

  • 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.

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

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement.

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

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

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Redemption Call Right has the meaning ascribed thereto in the Plan of Arrangement.

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • 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.

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

  • Qualified Purchaser has the meaning assigned to such term in Section 12.06(e).

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

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

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

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