Transfer Rights definition

Transfer Rights. This Contract is for the benefit of the Registered Owner and is non-transferable.
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Transfer Rights is as defined in Section 7.01.
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Transfer Rights. Purchasing Investors and Existing Shareholders shall be subject to transfer restrictions (including, without limitation, the right of first negotiation) as set forth in the Existing Shareholders Agreement. In addition, each Existing Shareholder and Purchasing Investor will agree to be bound by the terms of the right of first refusal in favor of Xxxxxxx Xxxx, LLC, as described in the term sheets for Far East licenses attached as exhibits to the Subscription Agreement for the MKHL transaction. Information Rights: Prior to an IPO, consolidated annual financial statements of the Company and its subsidiaries, as well as a quarterly management letter, will be provided to the Purchasing Investors and the Existing Shareholders. Consent Rights Amendment of the A&R Shareholders Agreement (as defined below) will be as currently provided in the Existing Shareholders Agreement. The consent of the Purchasing Investors holding a majority of the outstanding Offered Shares shall be required prior to the amendment of the organizational documents, any other transaction agreement or any other similar documents, in each case of the Company or any of its subsidiaries, that materially adversely affects the rights of the Purchasing Investors. The consent of the Purchasing Investors holding a majority of the outstanding Offered Shares shall be required prior the Company entering into any affiliate transactions not on arms-length terms (in a manner substantially similar to that provided for in the MKHL transaction documents). A&R Shareholders Agreement: The Company, the Purchasing Investors and the Existing Shareholders will enter into an Amended and Restated Share Purchase and Shareholders Agreement (the “A&R Shareholders Agreement”), which will contain provisions that reflect the information and shareholders rights provisions outlined in this term sheet and otherwise as now in effect with Purchasing Investors and Existing Shareholders being treated the same. Terms of the Offering: The offering will terminate upon the sale of all of the Offered Shares or such lesser amount of Shares as the Investors elect to purchase. In order to subscribe for and purchase the Shares, each prospective investor must deliver to the Company a completed A&R Shareholders Agreement (except as otherwise provided herein, with terms substantially similar to that provided for in the Shareholders Agreement).
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Examples of Transfer Rights in a sentence

  • Waiver of Subrogation endorsement (a.k.a.: Waiver of Transfer Rights of Recovery Against Others, Waiver of Our Right to Recover from Others) for Workers’ Compensation.

  • To recognize the value of firm Transmission Service held by any such Capacity Export Transmission Customer, such customer assessed a charge under section 5.14(i)(1) also shall receive a credit, comparable to the Capacity Transfer Rights provided to Load-Serving Entities under section 5.15.

  • Such payments shall be reflected in the Locational Price Adder determined as part of the Final Zonal Capacity Price for the Zone associated with such LDAs, and shall be funded through a reduction in the Capacity Transfer Rights allocated to Load-Serving Entities under section 5.15, as set forth in that section.

  • Pursuant to Section 234 of the Tariff, Interconnection Customer shall have Incremental Capacity Transfer Rights between the following associated source(s) and sink(s) in the indicated quantities: None.

  • In order to participate in the Forward Capacity Auction as a Self-Supplied FCA Resource in an export-constrained Capacity Zone for a load outside that export-constrained Capacity Zone, the Self-Supplied FCA Resource must be a pool-planned unit or other unit with a special allocation of Capacity Transfer Rights.

  • In order to participate in the Forward Capacity Auction as a Self-Supplied FCA Resource for a load in an import-constrained Capacity Zone, the Self-Supplied FCA Resource must be located in the same Capacity Zone as the associated load, unless the Self-Supplied FCA Resource is a pool-planned unit or other unit with a special allocation of Capacity Transfer Rights.

  • The Change in Load Capacity Payment shall take account of the change in value of Capacity Transfer Rights in each Zone, including any additional Capacity Transfer Rights made available by the proposed acceleration or modification of the planned reliability-based enhancement or expansion or new Economic- based Enhancement or Expansion.

  • The policy must include an acceptable “Waiver of Transfer Rights of Recovery Against Others Endorsement.” The policy must name SANDAG as an additional insured in the endorsement.

  • The Change in Load Capacity Payment shall take account of the change in value of Capacity Transfer Rights in each Zone, including any additional Capacity Transfer Rights made available by the proposed acceleration or modification of the planned reliability-based enhancement or expansion or new Economic-based Enhancement or Expansion.

  • Waiver of Subrogation endorsements (a.k.a.: Waiver of Transfer Rights of Recovery Against Others, Waiver of Our Right to Recover from Others).


More Definitions of Transfer Rights

Transfer Rights the rights to Transfer Sky Brasil Quotas set forth in Article IX of the Amended Sky Brasil Quotaholders Agreement or Article IX of the Closing Sky Brasil Quotaholders Agreement, as applicable.
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Transfer Rights means, as applicable, any Preemptive Right and any other put option, call option, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer, right of first refusal or right that is similar to any of the foregoing (including any right of first refusal provided under Section 42(i)(7 of the Code), whether arising under any Organizational Documents of a Person or pursuant to any other Contract.
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Transfer Rights. Full flexibility on IAE's right to transfer Other: Cross collateralization (subject to America West's prepayment rights or amounts not being affected) and cross default provisions Condition Precedents: Corporate approval, [*] no Material Adverse Change in airline, no event of default on other agreements between parties, America West having used its reasonable efforts to obtain commercial debt financing or sale lease back financing on terms and conditions which in the aggregate are similar to those contained herein, etc. Agreement by no later than June 15, 2004 of IAE and America West to a financing term sheet reflecting IAE's terms [*]. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.
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Transfer Rights. Freely transferable subject to applicable securities laws and customary legends and legend removal mechanics.
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Transfer Rights the transfer rights of the Drama Series F, the Movie I, the Movie II or the Movie III (as the case may be) in the specified regions, i.e. the right to transfer any rights (including exclusive rights and non-exclusive rights) under the New Media Broadcasting Rights Transfer Agreement, the Online Dissemination Rights Transfer Agreement I, the Online Dissemination Rights Transfer Agreement II or the License Agreement (as the case may be) to a third party and the right to allow a third party to re-transfer such rights
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Related to Transfer Rights

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange as of the Closing Date, (b) the Reorganization Agreement (excluding the provisions from any amendments, restatements, amendments and restatements, supplements or other modifications to the Reorganization Agreement entered into after the Closing Date either (i) creating additional Transfer Restrictions with respect to LBRDK Shares or (ii) modifying any Transfer Restrictions with respect to LBRDK Shares existing under or arising in connection with the Reorganization Agreement (as in effect on the Closing Date), in each case, that adversely affect the Lenders in any material respect (and, for the avoidance of doubt, any transfer restrictions that exist in the Reorganization Agreement, as in effect on the Closing Date, shall be deemed “Existing Transfer Restrictions”)), (c) the federal securities laws of the United States (as in effect as of the Closing Date) to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144 (as in effect on the Closing Date)) of any Issuer as of the Funding Date and (d) the Securities Act solely as a result of the Initial Pledged Shares being “restricted securities” within the meaning of Rule 144 (as in effect as of the Closing Date), including any “holding period” restrictions under Rule 144(d), as of the Funding Date.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Water Rights means: (1) with respect to any Person, all of such Person’s right, title and interest in and to any water stock, permits or entitlements and any other water rights related to or appurtenant to property owned or leased by such Person, and (2) with respect to any property, any water stock, permits or entitlements and any other water rights related to or appurtenant to such property.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

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

  • Transfer Restricted Note means any Note that bears or is required to bear a Restricted Notes Legend.

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

  • 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.

  • 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.

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

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Water right means a permit, claim, or other authorization, on record with or accepted by the department of ecology, authorizing the beneficial use of water in accordance with all applicable state laws.

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

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • 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.

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.