General Transfer Restrictions definition

General Transfer Restrictions shall have the meaning ascribed to such term in Section 2.1(a) hereof.
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General Transfer Restrictions shall have the meaning ascribed to such term in Section 2.1(a) hereof. (q) “Xxxxxxx Sachs Compensation Plan” shall mean the Defined Contribution Plan, the Stock Incentive Plan or any other deferred compensation or employee benefit plan of GS Inc. adopted by the Board of Directors of GS Inc. and specified by the Shareholders’ Committee as a Xxxxxxx Xxxxx Compensation Plan (other than the Employees’ Profit Sharing Plan). (r) “GS Inc.” shall have the meaning ascribed to such term in the Recitals. (s) “Original Shareholders’ Agreement” shall mean the Shareholders’ Agreement adopted by the Board of Directors of GS Inc. on May 7, 1999, as amended or supplemented from time to time up to but excluding the Effective Date. (t) “Participation Date” is the date on which a Covered Person became a Participating Managing Director for purposes of Section 2.1(a) hereof or was appointed to a Designated Title for purposes of Section 2.1(b) hereof. In the event a Participating Managing Director ceases to be a Participating Managing Director, or a Designated Senior Officer ceases to be a Designated Senior Officer, and then such person again becomes a Participating Managing Director or Designated Senior Officer, as applicable, such person’s Participation Date shall be determined by the Shareholders’ Committee (or any person authorized thereby). (u) “Participating Managing Director” shall mean a Managing Director of the Company who at the time in question participates in the Partner Compensation Plan, the Restricted Partner Compensation Plan or any other compensation or benefit plan specified by the Shareholders’ Committee. (v) “Partner Compensation Plan” shall mean The Xxxxxxx Sachs Partner Compensation Plan adopted by the Board of Directors of GS Inc., and approved by the stockholders of GS Inc., on May 7, 1999, as amended or supplemented from time to time, and any successors to such Plan.
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Examples of General Transfer Restrictions in a sentence

  • The General Transfer Restrictions as to an Exchanging Party will terminate upon the death of such Exchanging Party, although the underwriters' lock-up restrictions in the IPO will continue to apply.

  • The Company will be entitled to monitor all activity in each Exchanging Party account and to enforce applicable transfer and hedging restrictions and any General Transfer Restrictions applicable to Exchanging Parties as in effect from time to time.

  • If the Stockholders' Agreement is terminated prior to the expiration or termination of the General Transfer Restrictions, the General Transfer Restrictions will continue to apply unless waived or terminated by action of the Board.

  • The General Transfer Restrictions may be waived or terminated only by action of the Board of Directors of the Company (the "BOARD").

  • The General Transfer Restrictions may be waived, in connection with any tender or exchange offer by GS Inc., by the affirmative vote of a majority of the outstanding Voting Interests.

  • Section 3.1. General Transfer Restrictions 14 Section 3.2. Specific Restrictions on Transfer.

  • In the case of a third-party tender or exchange offer, the General Transfer Restrictions may be waived or amended only by 66 2/3% of the outstanding Voting Interests if the Board of Directors of GS Inc.

  • Section 3.1. General Transfer Restrictions 10 Section 3.2. Specific Transfer Restrictions 10 Section 3.3. Permitted Transfers.

  • Each PLP will also be subject to the PLP Transfer Restrictions described above under "Section 7--Certain Transfer Restrictions on Shares." The General Transfer Restrictions (and the other provisions of the Shareholders' Agreement) may generally be waived by a majority of the outstanding Voting Interests.

  • The Shareholders' Committee also has the power to waive the General Transfer Restrictions to permit Covered Persons to: - participate as sellers in underwritten public offerings of Common Stock and tender or exchange offers and share repurchase programs by GS Inc.; - Transfer Covered Shares to charities, including charitable foundations; - Transfer Covered Shares held in employee benefit plans; and - Transfer Covered Shares in specific transactions (for example, to immediate family members and trusts).

Related to General Transfer Restrictions

  • 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.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with the terms of this Subscription Agreement.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

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

  • 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:

  • 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);

  • 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).

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

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

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

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

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • SEC Restrictions has the meaning set forth in Section 2(b).

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

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • Restriction of Use means, in respect of any day, any difference from the normal capability of all or any part of the Routes (where the normal capability of the Routes is expressed in the Applicable Timetable Planning Rules relevant to that day notified to each Timetable Participant on or before D-26) which results in:

  • Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Payment Restriction shall have the meaning set forth in Section 6.1.

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

  • 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.