Approved Transfers definition

Approved Transfers means any Transfer or series of Transfers of Units approved in writing by the Board of Directors, which approval may be granted or withheld in the Board of Directors’ sole and absolute discretion.
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Approved Transfers means any Transfer or series of Transfers approved in writing by Members holding two-thirds of the Units.
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Approved Transfers means any Transfer or series of Transfers approved by Majority Vote of the Members.
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Examples of Approved Transfers in a sentence

  • The provisions of Sections 9.03 through 9.11 shall not apply to Permitted Transfers or Approved Transfers.

  • Except for Approved Transfers and Permitted Transfers, no Member shall Transfer its Units prior to the fifth anniversary of this Agreement.

  • Except for (i) Approved Transfers, (ii) Permitted Transfers, and (iii) as otherwise expressly permitted by this Agreement in connection with a Qualified Offer received after the fifth anniversary of this Agreement, no Transfer of any Units, or any interest in any of such Units may be made by a Member to any Person, whether voluntarily or by operation of law, without the prior written consent of Members holding two-thirds of the Units.

  • The Manager is hereby granted administrative authority to amend the Member Units Exhibit B from time to time, to correct clerical errors or to reflect authorized changes concerning Units, Percentage Interests, voting rights, and Approved Transfers of Record.

  • For example, at the receiving company, Approved Transfers receive pension plan service credit for all years of service with the transferring company.

  • No Transfer of any Interests, or any rights or interest in or to any Interests, in whole or in part, may be made by a Member to any Person, whether directly, indirectly, voluntarily, involuntarily or by operation of law, including, without limitation, pursuant to an Indirect Transfer, except for Approved Transfers.

  • Transfers which are made pursuant to or in compliance with provisions of Sections 8.03 may be consummated in accordance with said provisions even if they are not Approved Transfers or Permitted Transfers.

  • Transfers which are Approved Transfers or Permitted Transfers are not subject to the provisions of this section.

  • This Agreement shall terminate upon the earlier of (i) the Transfer of all Restricted Securities pursuant to one or more Approved Transfers in which the Disinterested GP Board has determined that each transferee thereof shall not be required to be bound by the provisions of this Agreement and (ii) the consent of Holders holding at least 80% of the Restricted Securities of all Holders.

  • As of the Effective Date, the number of Authorized Units, the number of Issued Units and Non-Issued Units, the identity of the owners of Issued Units and prospective owners of Non-Issued Units, the voting status of the Issued Units, any Approved Transfers, and the Percentage Interests held by each Member are stated on Member Units Exhibit B.

Related to Approved Transfers

  • 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.

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

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

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

  • Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Transactions has the meaning set forth in Section 13(B).

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

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

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

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • 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.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Approved Sale has the meaning set forth in 2.1(d).

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

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

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Qualified Transaction means (a) any sale or other transfer of, or any release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the Borrower delivers to the Agent (A) at least five Business Days prior to the proposed closing date of such transaction, a draft Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (B) on the closing date of such transaction, a final Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (ii) if the aggregate Credit Exposures of all Lenders exceeds the Borrowing Base in effect on the closing date of such transaction after giving effect thereto, the Borrower prepays Loans and pays cash to the Agent as required by Section 2.10(c) or (b) any other sale or other transfer of, or any other release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the aggregate consideration received with respect to the transaction pursuant to which such Accounts are sold or otherwise transferred does not exceed $10,000,000 and (ii) the aggregate book value of Eligible Accounts sold or otherwise transferred pursuant to such transaction does not exceed $1,000,000; provided that no Accounts sold or transferred pursuant to the foregoing clause (a) or (b) shall be used in any securitization, factoring or similar financing program of the Borrower or any of its Subsidiaries.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Key Person Event means at any time during the Commitment Period (i) [__]4 ceases to devote time and attention for any reason, including death, disability or retirement, as required under Section 9.2 (Time and Attention) to the Fund[, the Prior Funds] and any Successor Fund permitted in accordance with this Agreement; or (ii) there is a Change of Control.

  • Excluded Transactions means:

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.