Upstream Transfer definition

Upstream Transfer has the meaning ascribed to such term in Section 4(b).

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Upstream Transfer means (a) with respect to any Investor that is Controlled by an Investment Fund, any direct or indirect transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of Equity Interests in such Investment Fund (or any Affiliated investment vehicle or other Affiliate thereof) that do not have the right to vote with respect to, or otherwise Control, the day-to-day management activities of such Investment Fund (or investment vehicle or Affiliate), (b) the transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of any Equity Interests in an Investor, or in any Person Controlling such Investor, which in either case are listed on a national securities exchange and registered under the Exchange Act at the time such Investor became a Member or (c) with respect to any Investor, a transfer, sale, assignment, exchange, gift, pledge, grant of a security interest, conveyance or other disposition of Equity Interests of the ultimate parent entity (through direct or indirect ownership or Control) of such Investor, which ultimate parent entity for purposes of (i) any Investor that is Controlled by an Investment Fund shall include the general partner, managing member or manager of such Investment Fund or of any direct or indirect owner of Equity Interests of such general partner, managing member or manager, and (ii) the TTE Investor shall be the Applicable TotalEnergies Entity.

Upstream Transfer means a transfer, assignment, or other disposal of any Shareholder Equity.

Examples of Upstream Transfer in a sentence

Notwithstanding anything to the contrary in this Section 8, any Transfer or issuance of shares in Aruze Parent shall not constitute an Upstream Transfer if immediately following such Transfer or issuance ▇▇▇▇▇ ▇▇▇▇▇ has the right to directly or indirectly exercise more than fifty percent of the voting power of the shareholders of Aruze Parent.
Notwithstanding anything to the contrary in this Section 8, any Transfer or issuance of shares in Aruze Parent shall not constitute an Upstream Transfer if immediately following such Transfer or issuance K▇▇▇▇ ▇▇▇▇▇ has the right to directly or indirectly exercise more than fifty percent of the voting power of the shareholders of Aruze Parent.
Notwithstanding anything to the contrary in this Section 8, any Transfer or issuance of shares in Aruze Parent shall not constitute an Upstream Transfer if immediately following such Transfer or issuance ▇▇▇▇▇ ▇▇▇▇▇ is more than a fifty percent shareholder in Aruze Parent and has the right to directly exercise more than fifty percent of the voting power of the shareholders of Aruze Parent.
Transfer Users shall not be exempt from their obligation in respect of the Natural Gas they deliver for injection at a Point of Entry by calling upon an action or omission of the Connected Upstream Transfer System Operator or the Operator of a Connected System or the action or omission of any other natural or legal person who may have a lawful interest.
Such Upstream Transfer Notice must be delivered to all of the other Parties.

More Definitions of Upstream Transfer

Upstream Transfer means, with respect to a CARET Unit Holder (other than SAFE or its Affiliates), any direct or indirect sale, assignment, bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation of beneficial ownership of Equity Securities or of control of such Member or of another Person in any chain of ownership of Equity Securities or chain of control of such Member, including through direct or indirect sale, conveyance, exchange, assignment, gift, bequest, hypothecation, pledge, issuance, grant of a security interest or other transfer, issuance or disposition by any other means of equity interests or of control of one or more other Persons directly or indirectly controlling or beneficially owning any Equity Securities in such Member.

Upstream Transfer is as defined in Clause 3.1.4. "Used Laytime" is as defined in Clause 9.12.3.

Upstream Transfer means a transfer, assignment, or other disposal of any Shareholder Equity. “US GAAP” shall mean generally accepted accounting principles in the United States of America. “Valuation Expert” shall mean an independent financial firm not affiliated or associated with any Shareholder, with an internationally-recognized accounting or investment banking practice having expert knowledge with respect to the valuation of companies in the chemical and petrochemical production and product marketing business. “Valuation Notice” shall have the meaning set forth in Annex D (Acquisition of Ownership Interests). “Valued Interest” shall have the meaning set forth in Annex D (Acquisition of Ownership Interests). “VP – Business and Services” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “VP – Industrial Relations” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “VP – Manufacturing and Engineering” shall have the meaning set forth in Section 12.1(a) (The Management Team and Senior Officers). “Willful Misconduct” shall mean any willful act or omission of a Person (including the willful breach of this Agreement) that is intended to cause, or is in reckless [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 26 - disregard of or wanton indifference to, the consequences that such act or omission would have on the rights, business, operations, health, or safety of another Person.