Preference Rights definition

Preference Rights shall have the meaning set forth in Section 12.3(a).

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Preference Rights means any right or agreement that enables or may enable any Person to purchase, acquire, or otherwise encumber shares of Company Common Stock or Company Preferred Stock or any Property of the Company of its Subsidiaries, or any interest therein or in a portion thereof, as a result of or in connection with any sale, assignment, encumbrance, or other transfer of any interest in shares of Company Common Stock or Company Preferred Stock or the Properties of the Company or its Subsidiaries.

Preference Rights means those potential preference rights of action arising under Section 547 of the Bankruptcy Code against Persons who received transfers on or within ninety (90) days before the Petition Date and (a) have not been released by the Debtors under this Plan or by separate agreement; and (b) are not insiders (as such term is defined in the Bankruptcy Code).

Examples of Preference Rights in a sentence

• Buyer’s purchase of the Assets is expressly subject to all validly existing and applicable Preference Rights and Transfer Requirements.

• Seller shall use its Reasonable Best Efforts to obtain all applicable consents and to obtain waivers of applicable Preference Rights.

• Within ten days after the date of this Agreement, Seller shall, subject to Buyer’s prior review of Seller’s consent request letters and Preference Right waiver request letters, initiate all procedures which are reasonably required to comply with or obtain the waiver of all Preference Rights and Transfer Requirements with respect to the Transactions.

• Buyer is purchasing the Properties subject to all Preference Rights.

• Non-Instructional Faculty: Part-time Unit Member Preference Rights for non-instructional unit members shall be granted by the following criteria: - Have been employed for eight (8) academic (fall or spring) semesters or more, and - Have been assigned an average of at least six hours per week, which occurred in the most recent 4 semesters, and, - Have received a rating of “meets expectations” in all categories in the two most recent evaluations.

• Teaching Faculty: Non-contract: Preference Rights for non-contract teaching faculty shall be granted by the following criteria: - Have been employed for eight (8) academic (fall or spring) semesters or more, and - Have been assigned at least one (1) class in three (3) of the last four (4) semesters, and, - Have received a rating of “meets expectations” in all categories in the two most recent evaluations.

• Unit members who would be vested (per the language in Article 12 of the 2015-18 Collective Bargaining Agreement) as of the Fall semester of 2018 are grandparented in to Employment Preference Rights.

• Teaching Faculty: Part-time Unit Member: Preference Rights for instructional part-time unit members shall be granted by the following criteria: - Have been employed for eight (8) academic (fall or spring) semesters or more, and - Have been assigned at least one (1) class in three (3) of the last four (4) semesters, and, - Have received a rating of “meets expectations” in all categories in the two most recent evaluations.

• Prior to the Closing Date, Seller shall initiate all procedures which are reasonably required to comply with or obtain the waiver of all Preference Rights and Transfer Requirements with respect to the transactions contemplated by this Agreement.

• Promptly following the execution hereof, Seller shall initiate all procedures required to comply with or obtain the waiver of all Preference Rights and Transfer Requirements set forth on Schedule 7.1 with respect to the transactions contemplated by this Agreement.

More Definitions of Preference Rights

Preference Rights means any right or agreement that enables any Person to purchase or acquire the Interests or any Asset (or any interest in or portion of any of them) as a result of or in connection with (i) the sale, assignment or other transfer of the Interests or any Asset (or any interest in or portion of any of them) or (ii) the execution or delivery of this Agreement or the consummation or performance of this Agreement or the transactions contemplated hereby.

Preference Rights means, in relation to any or all Preference Right Agreements, all of the rights and interests of the Chargor thereunder, whether express or implied, arising by operation of any applicable law or otherwise howsoever;

Preference Rights means any preferential right to purchase, right of first refusal, or other agreement which grants to any person the right to acquire any of the Assets or an interest in any of the Assets as a result of or in connection with (i) the sale, assignment, encumbrance or other transfer of any of the Assets or any interest therein or portion thereof, or (ii) the execution or delivery of this Agreement or the consummation or performance of the terms and conditions contemplated by this agreement. As used herein the term "Transfer Requirement" means any consent, approval, waiver, authorization, filing or notification with, from or to any person which must be obtained made or complied with in connection with the transactions contemplated by this Agreement in order for (1) such transactions to be effective, or (2) to prevent any termination of any interest in any of the Assets; provided however, the term "Transfer Requirements" shall not include any required consents or approvals of any governmental agency in connection with the assignment of any of the Assets if such consents or approvals are customarily obtained after closings of transactions of this nature.

Preference Rights as used in this Agreement shall mean the right of the holders of Profit Certificates or Class B Limited Liability Partner Interests (or such other Partner Interest held by such holders pursuant to Article 4.6.10 ("Investor Holders"), prior to or upon the occurrence of a Major Capital Event or Exit Event, to receive distributions made by the Company to Partners (including dividends resulting from a Major Capital Event or an Exit Event, capital redemptions, repayment of debt and liquidating distributions), in the following priority (and subject to the provisions of Article 4.8.2 below) : (1) first, 100% to the Investor Holders, prorata based on the total Partner Interests held by all Investor Holders, to the extent such Partner Interests are paid-up, until the Investor Holders shall have received aggregate distributions that, when taken together with all previous distributions made under this clause (1), equal Euro 122,000,000; (2) second, 100% to Recom & Co in repayment of the outstanding balance of the Loan and any accrued and unpaid interest thereon, up to the maximum amount of Earned Capital (as defined below); (3) third, 100% to the Existing Partners, prorata based on the total Partner Interests held by all Existing Partners, until the Existing Partners shall have received aggregate distributions that, when taken together with all previous distributions made under this clause (3), equal the amount by which the Earned Capital exceeds the aggregate amounts paid on the Loan under clause (2) above; (4) thereafter, 100% to the Partners, prorata based on the total Partner Interests held by all Partners. "Earned Capital" as used herein shall mean Euro 160,000,000 or such greater amount up to Euro 170,000,000 to the extent earned pursuant to the earn-out provisions of Article 4.5. Notwithstanding the foregoing, the distribution provision hereinabove shall not apply in the following circumstances: (a) if the Warrants have been exercised and capital paid-in in connection therewith, then distributions shall be made first to Recom & Co in repayment of the Loan and any accrued interest thereon, but only to the extent of such paid-in capital. Thereafter, the distribution schedule set forth in clauses (1) through (4) above shall again be followed. (b) if, pursuant to the provisions of this Agreement, an Investor Holder has lost its Preference Rights, then such Investor Holder shall not participate in distributions made under clause (1) above, but shall instead partici...

Preference Rights shall have the meaning as set forth in the definition of "Permitted Encumbrances" above.

Preference Rights means a right of first refusal, preferential right to purchase, pre-emptive right of purchase or similar right whereby a Third Party has the right to acquire or purchase a portion of the Oil Producing Properties as a consequence of Seller having agreed to sell the Oil Producing Properties to Buyer in accordance with the terms of this Agreement.