Loyalty Transferee definition

Loyalty Transferee means (i) with respect to any Shareholder that is not a natural person, any Affiliate of such Shareholder that is beneficially owned in substantially the same manner (including percentage) as the beneficial ownership of the transferring Shareholder or the beneficiary company as part of a demerger of such Shareholder and (ii) with respect to any Shareholder that is a natural person, any transferee of Common Shares following succession or the liquidation of assets between spouses and inheritance or inter vivo donation to a spouse or relative up to the fourth degree; and
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Loyalty Transferee means (i) in respect of any Shareholder that is not an individual, (x) any Affiliate of such Shareholder (including any successor of such Shareholder) or (y) the beneficiary company as part of a statutory merger or demerger of such Shareholder, and(ii) in respect of any Shareholder that is an individual, any transferee of Ordinary Shares following succession or the liquidation of assets between spouses or the inheritance, inter vivos donation or other transfer to a spouse or a relative up to and including the fourth degree;
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Loyalty Transferee means a person approved by the Company as a permitted transferee of a relevant interest or Security Interest in Ordinary Shares (either during the three year continuous qualification period or following the registration of Eligible Ordinary Shares in the Loyalty Register), such permitted transferee being either (i) with respect to any transferor that is not a natural person, any Affiliate of such transferor or(ii) with respect to any transferor that is a natural person, their spouse or other family member, or any family trust;
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Examples of Loyalty Transferee in a sentence

  • Notwithstanding the foregoing, upon any transfer of Qualifying Common Shares to a Loyalty Transferee in accordance with the terms hereof, the associated Special Voting Shares shall also be transferred to such Loyalty Transferee.

  • Upon a transfer of Qualifying Ordinary Shares to a Loyalty Transferee, the Special Voting Shares connected therewith must be transferred to such Loyalty Transferee as well.

  • A transfer of immobilizedMediaset España shares to a Loyalty Transferee will not prevent the latter from receiving Special Voting Shares A on the Initial Allocation Date A.

  • A Shareholder may transfer Initial Electing Ordinary Shares, Electing Ordinary Shares and Qualifying Ordinary Shares to a Loyalty Transferee, without moving these shares to the Book Entry System.

  • The Loyalty Transferee and the transferring Shareholder are obliged to deliver the documentation evidencing the transfer.

  • The Loyalty Transferee and the transferring shareholder are obliged to deliver the documentation evidencing the transfer.

  • The Loyalty Transferee and the transferring Shareholder are obliged to deliver the documentation evidencing the transfer if so requested by the Company.

  • Therefore, a transfer of Mediaset shares bearing the Special Code to a Loyalty Transferee will not prevent the latter from receiving Special Voting Shares A on the Initial Allocation Date A.

  • The Loyalty Transferee and the transferring shareholder are obliged to deliver the documentation evidencing the transfer.A Mediaset España shareholder who has requested to receive Special Voting Shares A on the Initial Allocation Date A will no longer be entitled to receive Special Voting Shares A upon the occurrence, in respect of such shareholder, of a Change of Control (as defined in the “Terms and Conditions for Special Voting Shares”).

  • A transfer of Qualifying Ordinary Shares D to a Loyalty Transferee shall not be deemed to interrupt the one (1) year holding period referred to in this clause 9.1.


More Definitions of Loyalty Transferee

Loyalty Transferee means (i) with respect to any Shareholder that is not a natural person, (A) any Affiliate of such Shareholder (including any successor of such Shareholder) that is directly or indirectly beneficially owned in substantially the same manner (including percentage) as the beneficial ownership of the transferring Shareholder or (B) the beneficiary company as part of a proportional demerger of such Shareholder, and (ii) with respect to any Shareholder that is a natural person, (A) in case of transfers inter vivos, any transferee of Ordinary Shares following succession or the division of community property between spouses or inter vivos donation to a spouse or relative up to and including the fourth degree and (B) in case of transfers mortis causa, inheritance by a spouse or by a relative up to and including the fourth degree. For the avoidance of doubt any transfer to a Loyalty Transferee cannot qualify as a Change of Control. Mediaset means Mediaset S.p.A.
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Loyalty Transferee means (i) in respect of any Shareholder that is not an individual, (x) any Affiliate of such Shareholder that is beneficially owned in substantially the same manner (including ownership percentage) as the beneficial ownership of the transferring Shareholder or (y) the beneficiary company as part of a statutory demerger of such Shareholder, (ii) in respect of any Shareholder that is an individual, any transferee of Ordinary Shares following succession or the liquidation of assets between spouses or the inheritance, inter vivos donation or other transfer to a spouse or a relative up to and including the fourth degree, (iii) in respect of any Shareholder that is a member of the Controlling Family or any Shareholder beneficially owned or controlled, directly or indirectly through one or more legal entities, by one or more members of the Controlling Family: (a) any legal entity that acquires Ordinary Shares from such Shareholder pursuant to a share transfer, legal merger, legal demerger, corporate restructuring or other transaction or series of related transactions, provided that the acquiror of such Ordinary Shares is directly or indirectly controlled or beneficially owned by one or more members of the Controlling Family, (b) any member of the Controlling Family, (c) a spouse, registered partner or relative of a member of the Controlling Family up to and including the fourth degree, being a transferee of Ordinary Shares due to succession, liquidation of assets between spouses, inheritance, inter vivos donation or other transfer, (d) a trustee to the extent that the beneficiary of the trust is the Shareholder, any member of the Controlling Family, or a spouse, registered partner or relative of a member of the Controlling Family up to and including the fourth degree, or (iv) in respect of any Shareholder part of the IIAC Sponsor Group, any member of the IIAC Sponsor Group or any other legal entity that controls, is controlled by or is under common control or management with such Shareholder (including, for the avoidance of doubt, investment funds or special purpose vehicles managed or controlled, directly or indirectly, by Investindustrial S.A.);
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Loyalty Transferee means a person approved by the Company as a permitted transferee of a relevant interest or security interest in Ordinary Shares either during the three year continuous qualification period, or following the registration of Eligible Ordinary Shares in the Loyalty Register, such permitted transferee being either (i) with respect to any person that is not a natural person, any Affiliate of such person that is beneficially owned, as at the date of the transfer, in substantially the same manner (including percentage) as the beneficial ownership of the transferor or the beneficiary company as part of a demerger of such person or (ii) with respect to any natural person, their spouse or other family member, or any family trust;
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Loyalty Transferee has the meaning set out in the Articles of Association; MT Monte Titoli S.p.A., the Italian central securities depositary;
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Related to Loyalty Transferee

  • Prospective Transferee means any Person to whom a Shareholder proposes to make a Proposed Transfer, including a Proposed Transfer by FEEL pursuant to Clause 2.3.

  • 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.

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

  • 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.”

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

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • 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).

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

  • 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 Common Stock issued or issuable upon conversion of Preferred Stock.

  • 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.

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

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Transfer student means a student entering an institution for the first time having successfully completed a minimum of 12 semester hours at another institution which is applicable for credit at the institution the student is entering.

  • 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.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

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

  • Transferee is a qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ____ The Transferee owned and/or invested on a discretionary basis $____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $__________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • 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.

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

  • Charitable organization means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Transferring Member has the meaning set forth in Section 9.4.