Rights Transferee definition

Rights Transferee means a Third Party transferee, assignee, purchaser, licensee, or sublicensee in a Rights Transfer Event.
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Rights Transferee means a Third Party transferee, assignee, purchaser, licensee, or sublicensee in a Rights Transfer Event. “Sales Milestone Event” is defined in Section 2.13(b).
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Examples of Rights Transferee in a sentence

  • For the avoidance of doubt and subject to Section 10(c), the grant of the Partial Rights Transferee Rights to any Partial Rights Transferee pursuant to this Section 10(d) in and by itself shall not cause the loss of any such rights by the assigning Principal Stockholder.

  • Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under this Agreement as a Principal Stockholder (including, without limitation, its Board Quorum Rights, Board Rights, Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Consent Action Rights, Tag-Along Rights, Registration Rights, Preemptive Rights, Inspection Rights and Information Rights) to any Complete Rights Transferee (an “Assignment in Whole”).

  • Following an Assignment in Whole, such Complete Rights Transferee may assign, in whole, but not in part, its rights under this Agreement to any Person to whom such Complete Rights Transferee Transfers 100% of the Common Shares acquired by such Complete Rights Transferee pursuant to the transaction, or series of related transactions, giving rise to the Assignment in Whole.

  • For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 5% or more, the Company shall furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), as promptly as practicable, but in any event within five days after adoption by the Board, the Business Plan.

  • The Company will also furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), within a reasonable time after its preparation, any amendment to such previously delivered Business Plan.

  • Notwithstanding the foregoing, (i) the CD&R Investor may assign any of its rights, interests and obligations hereunder to any Permitted Rights Transferee, and (ii) in the event of any such assignment, such assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned.

  • If any Principal Stockholder or its Partial Rights Transferee has any director designation rights pursuant to Section 2 of the Stockholder Agreement, an alternate member of any director designated by such Principal Stockholder or Partial Rights Transferee shall be designated by such Principal Stockholder or Partial Rights Transferee.

  • Nothing in this Section 2.5 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (ii) of any Principal Stockholder or Partial Rights Transferee under the Stockholder Agreement or (iii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

  • Except as set forth in Section 2 of the Stockholder Agreement, clause (iii) of the immediately preceding sentence shall be the exclusive means for a stockholder (other than a Principal Stockholder or Partial Rights Transferee) to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Company’s notice of meeting) before an annual meeting of stockholders.

  • Except as set forth in Section 2 of the Stockholder Agreement, the immediately preceding sentence shall be the exclusive means for a stockholder (other than a Principal Stockholder or Partial Rights Transferee pursuant to a Director Nomination Right) to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before a special meeting of stockholders.

Related to Rights Transferee

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.”

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

  • 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.

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

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

  • Rights Holder means the holder of the Call Rights.

  • 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.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

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

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • right holder means a person or a legal entity that was previously granted or lawfully acquired a fishing right or which will be granted a right in the allocation process envisaged in this Policy.

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

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

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

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • 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.