Proposed Investor Transfer definition

Proposed Investor 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 Investors; provided, however, that transfers or encumbrances of any Transfer Stock (or any interest therein) by Bay City Capital Fund V, L.P. or Bay City Capital Fund V Co-Investment Fund, L.P. to any of their Affiliates shall not be Proposed Investors Transfers.
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Proposed Investor 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 Investor.
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Proposed Investor Transfer has the meaning ascribed to it in Section 6.2(a).
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Examples of Proposed Investor Transfer in a sentence

  • Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Investor Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Investor Transfer.

  • Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company and each Investor not later than forty-five (45) days prior to the consummation of such Proposed Key Holder Transfer and each Investor proposing to make a Proposed Investor Transfer must deliver a Proposed Transfer Notice to the Company and each Key Holder not later than forty-five (45) days prior to the consummation of such Proposed Investor Transfer.

  • Any Proposed Investor Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.

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  • Subject to the terms of Section 3 below, Investor hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that Investor may propose to transfer in a Proposed Investor Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

  • Any Proposed Investor Transfer or Conversion not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.

  • If proposing to make a Proposed Transfer, Investor must deliver a Proposed Transfer Notice to the Company not later than forty-five (45) days prior to the consummation of such Proposed Investor Transfer.

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  • Any Proposed Key Holder Transfer or Proposed Investor Transfer, as the case may be, not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.

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Related to Proposed Investor Transfer

  • 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.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Exempt Transfer means, in relation to shares held by a member:

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

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

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

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

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

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • 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.”

  • Disposition Notice is defined in Section 5.2(a).

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • 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;

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

  • Proposed Transaction is defined in Section 6.2(a).

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings and structures, site preparation, improvements to the real property, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Servicing Transfer Any transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer under this Agreement.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.