Qualifying Transfer definition
Examples of Qualifying Transfer in a sentence
So long as the Transfer Trigger Requirements apply, Party A will at its own cost use commercially reasonable efforts to, as soon as reasonably practicable, either (A) procure an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement from a guarantor with a Qualifying Transfer Trigger Rating and or (B) transfer its rights and obligations under this Agreement in accordance with Part 5(q) (Transfers) below.
If [**] does not elect to exercise its Prior Right or fails to provide notice within such thirty (30) days, [**] and the Entity shall have up to one hundred twenty (120) days from the date of the Selling Notice to complete the Qualifying Transfer or Qualifying Issuance upon the same terms specified in the Selling Notice, whereupon [**] Prior Right shall be void and of no further effect.
If [**] or the Entity later changes the terms of the Qualifying Transfer or Qualifying Issuance in any material respect, [**] or the Entity shall first notify [**] of the revised terms of such proposed transaction by delivery of a new Selling Notice pursuant to the procedure set forth above.
The Drag-Along Notice shall contain (i) written notice of the exercise of the Dragging Parties' rights pursuant to this Section 4.2, (ii) the consideration per share of Common Stock, to be paid by the third Person and (iii) the other material terms and conditions of the proposed Qualifying Transfer.
Such ROFR Notice will specify (i) the number of Class B Shares corresponding to the Sign-on LILAB Award proposed to be Transferred in the Qualifying Transfer (the “Subject Shares”), (ii) the price per share, denominated as a U.S. dollar amount per share (the “Target Price”), (iii) the identity of the Prospective Transferee and number of Class A Shares, Class B Shares and Class C Shares, each of the Parent, owned by the Prospective Transferee, and (iv) the intended date of the Qualifying Transfer.