Transfer Allotment definition

Transfer Allotment of any Tag-Along Stockholder with respect to any Tag-Along Sale shall mean the product of (i) the total number of Shares proposed to be Transferred in such Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is the total number of Shares owned by such Tag-Along Stockholder as of the close of business on the second day immediately preceding the mailing date of the Transfer Notice and the denominator of which is the total number of Shares then owned by the Controlling Stockholders, the Investors, and all other stockholders of the Company having tag-along or other contractual rights to participate in the proposed Transfer.
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Transfer Allotment means the amount of permitted data transfer by Subscriber per month.
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Transfer Allotment means, (i) with respect to P-1 Limited Partnership, P-2 Limited Partnership, P-3 Limited Partnership, and P-4 Limited Partnership, the portion of a Beneficial Owner's Beneficial Interest that may be Transferred after the Three-Year Date and prior to the Restriction Termination Date such that after taking into account such Transfer and all prior Transfers of Beneficial Interests and all Transfers of shares of Common Stock held by such Stockholder, no more than 45% (or such lesser amount as such Stockholder elects to permit its Beneficial Owners to transfer in its sole discretion) of the shares of Common Holdings Stockholders Agreement ------------------------------- 11 Stock initially acquired by such Stockholder will be deemed to have been Transferred for purposes of determining the direct or indirect ownership of such shares under Section 382 of the Code; and (ii) with respect to any other Stockholder (other than UBS Capital), the portion of a Beneficial Owner's Beneficial Interest that may be transferred prior to the Restriction Termination Date such that after taking into account such Transfer and all prior Transfers of Beneficial Interest and all Transfers of shares of Common Stock held by such Stockholder, no more than 45% (or such lesser amount as such Stockholder elects to permit its Beneficial Owners to transfer in its sole discretion) of the shares of Common Stock initially acquired by such Stockholder will be deemed to have been Transferred for purposes of determining the direct or indirect ownership of such shares under Section 382 of the Code. Each Stockholder shall determine the Transfer Allotments for its Beneficial Owners provided that the 45% limitation in the preceding sentence is satisfied at all relevant times.
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Examples of Transfer Allotment in a sentence

  • The Tag-Along Notice shall set forth the number of shares of Company Stock that the Purchaser elects to include in the transfer, which shall not exceed such Purchaser's Transfer Allotment.

  • M3 or its successors or assigns, with respect to the proposed transfers set forth in Section 3.1.1., shall have the right to transfer its Stock in the Company in proportion to the amount of Stock proposed to be transferred by Community Networks or its successors or assigns (the "Transfer Allotment"), at the same price and upon identical terms and conditions as such proposed transfer.

  • The Tag-Along Notice shall set forth the number of Equity Shares that Sterling Commerce elects to include in the Transfer, which shall not exceed the Transfer Allotment; provided that the failure of Sterling Commerce to correctly specify a number of Equity Shares not exceeding the Transfer Allotment shall not affect the rights Sterling Commerce may otherwise have under this Article 11C.

  • The Tag-Along Notice shall set forth the number of shares of Stock that m3 or its successors or assigns elects to include in the transfer, which shall not exceed the Transfer Allotment.

  • The Tag-Along Notice shall set forth the number of shares of Company Stock that such Tag-Along Purchaser elects to include in the transfer, which shall not exceed such Tag-Along Purchaser's Transfer Allotment.


More Definitions of Transfer Allotment

Transfer Allotment has the meaning set forth in Section 3.1.2 of this Agreement.
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Transfer Allotment. Section 3.3(b)
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Transfer Allotment means the product of (i) the total number of ------------------ Equity Shares proposed to be Transferred in such Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is the total number of Equity Shares owned by Sterling Commerce and its Affiliates as of the close of business on the second day immediately preceding the mailing date of the Transfer Notice and the denominator of which is the total number of Equity Shares then owned by SCSL and Sterling Commerce and its Affiliates.
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Transfer Allotment has the meaning set forth in Section 9.1.2. of this Agreement.
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Related to Transfer Allotment

  • Over-Allotment Units means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s initial public offering.

  • Over-Allotment Option means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Allotment means the distribution of job credits based upon need as determined by the community colleges.

  • Transfer Amount means, as of any Transfer Date, any of the Issuer Expenses Transfer Amount, the Taxation Expenses Transfer Amount, the Servicer Fee Transfer Amount, the Reserve LC Expenses Transfer Amount, any Debt Service Reserve Account Transfer Amount, any Series Senior Interest Transfer Amount for any Series of Securities, any Series Senior Scheduled Principal Transfer Amount for any Series of Securities, any Series Senior Excess Scheduled Principal Transfer Amount for any Series of Securities, any Series Senior Accelerated Principal Transfer Amount for any Series of Securities, any Series Senior Excess Accelerated Principal Transfer amount for any Series of Securities, any Series Subordinated Interest Transfer Amount for any Series of Securities, any Series Subordinated Scheduled Principal Transfer Amount for any Series of Securities, and/or any Series Subordinated Accelerated Principal Transfer Amount for any Series of Securities, each as of such Transfer Date.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Car sharing period means the period of time that:

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Principal Transfer Amount For any Distribution Date and any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Stated Principal Balance of the Mortgage Loans in such Group.

  • Transfer Assets means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

  • Transfer Scheme means a transfer scheme made by the Secretary of State under Section 12 and Schedule 2 of the Railways Act 2005 (or equivalent statutory provision) pursuant to paragraph 3.1 of Schedule 15.4 (Provisions Applying on and after Termination), being substantially in the form of Appendix 1 (Form of Transfer Scheme) to Schedule 15.4 (Provisions Applying on and after Termination), but subject to such amendments as the Secretary of State may make thereto as a result of any change of Law affecting such transfer scheme or other change of circumstances between the date of the Franchise Agreement and the date on which such scheme is made;

  • 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:

  • Transfer Account means the account established hereunder to which amounts transferred to this Plan from a direct plan-to-plan transfer in accordance with Section 4.7 are allocated.

  • 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.

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

  • Minimum Transfer Amount means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

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

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

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

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Transfer Form means a standardized form prescribed by the Management Company to be duly filed by the investor to transfer Units and will be stated in this Offering Document.