Transferring Member has the meaning set forth in Section 9.4.
Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).
Sale Assets is defined in Section 5.2(a)(ii).
Transferring Shareholder has the meaning set forth in Section 5.2(a).
Disposing Member is defined in Section 4.1.
Transferring Party has the meaning given such term in Section 5.2(b).
Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA 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 TOB Trust in which BANA 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.
Transferred Assets has the meaning set forth in Section 2.1.
Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.
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;
Subject Assets is defined in Section 2.2(c).
Proposed Transferee has the meaning set forth in Section 2.4(a).
Disposition Notice is defined in Section 5.2(a).
Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.
Transferred Interests has the meaning set forth in the Recitals.
Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.
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.
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.
Type II transfer means that phrase as defined under Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.
Third Party Purchaser has the meaning set forth in Section 3.1(a).
Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.
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.
transfer value means the value of a transferred vote calculated in accordance with rules STV47.4 or STV47.7. 42. Arrangements for counting of the votes 42.1 The returning officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll. 42.2 The returning officer may make arrangements for any votes to be counted using vote counting software where:
Assigned Value means the Market/Offer Price, as defined in Section 7.
Transfer Shares has the meaning ascribed to such term in Section 6.2(a)
Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.