Transferee definition
Examples of Transferee in a sentence
In the event that any Membership Interest is Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Membership Interest and, subject to Section 5.04, shall receive allocations and distributions pursuant to ARTICLE V, ARTICLE VI, and ARTICLE XII in respect of such Membership Interest.
Subject to the issuance of Definitive Certificates, if and when permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a Transferee of a Non-Book Entry Certificate (or any portion thereof).
Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer is to a Qualified Transferee.
Any stamp duty or similar transfer tax arising in Cyprus in connection with the execution, delivery, or performance of this Agreement and the transfer of the Shares shall be borne and paid by the Transferee, who shall be responsible for filing the relevant documentation with the Cypriot tax authorities and for effecting timely payment of such duty.
Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(o), reflect such RR Interest in the name of the prospective Transferee.