Permitted Management Transferee definition

Permitted Management Transferee has the meaning set forth in Section 1(c).
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Permitted Management Transferee means an Employee (or a trust or other entity for the benefit of such Employee or such Employee’s immediate family), a Nominee Vehicle or an Employee Benefit Trust (or the trustees thereof), (x) that is entitled to receive an allotment of or otherwise be transferred or distributed any Ordinary Shares acquired by Seller pursuant to the Purchase Agreement and (y) that, as of the date of the Purchase Agreement and as of the date he, she or it receives such allotment, transfer or distribution, is either, or both, an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or not a “U.S. person” and not acting for the account or benefit of such a “U.S. person” within the meaning of Rule 902(k) under the Securities Act.
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Permitted Management Transferee means any Person that Xxxxx is permitted to Transfer Shares to in accordance with Section 3.4.
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Examples of Permitted Management Transferee in a sentence

  • All transferees permitted under this Section 3(c) are collectively referred to herein as "Permitted Management Transferees." Each Permitted Management Transferee shall be deemed a Management Stockholder for purposes of this Agreement.

  • The Termination Date (as hereinafter defined) for a Permitted Management Transferee shall be the Termination Date with respect to the Management Investor who first acquired the Common Stock held by such Permitted Management Transferee pursuant to this Agreement.


More Definitions of Permitted Management Transferee

Permitted Management Transferee means, as to each Management Security, a transferee of such Management Security in compliance with Section 4.1.2, 4.1.3 or 4.1.4.
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Permitted Management Transferee means any Person that Remer is permitted to Transfer Shares to in accordance with S ection 3.4. “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,
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Permitted Management Transferee means an Employee (or a trust or other entity for the benefit of such Employee or such Employee’s immediate family), a Nominee Vehicle or an Employee Benefit Trust (or the trustees thereof), (x) that is entitled to receive an allotment of or otherwise be transferred or distributed any Ordinary Shares acquired by Seller pursuant to the Purchase Agreement and (y) that, as of the date of the Purchase Agreement and as of the date he, she or it receives such allotment, transfer or distribution, is either, or both, an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or not a “U.S. person” and not acting for the account or benefit of such a “U.S. person” within the meaning of Rule 902(k) under the Securities Act. #93427126v13
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Permitted Management Transferee means: (i) each of Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx or (ii) related Persons constituting a "group" (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the Closing Date) which includes, and is controlled by, each of Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx. PERMITTED REIT CONVERSION -- means any transaction by which the Parent or an Affiliate (such Affiliate herein referred to as the "REIT PARTY") qualifies as a REIT (as contemplated by Sections 856 through 860 of the IRC) so long as (a) after giving effect to such qualification each of Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx shall have been elected by the directors of such REIT to manage the affairs and Properties of such REIT and to perform functions substantially similar to those performed by a chief executive officer and a chief financial officer, (b) after giving effect to such qualification, the Parent, the Company U.S. RESTAURANT PROPERTIES OPERATING L.P. 60 NOTE PURCHASE AGREEMENT and each Guarantor remain fully liable in all respects under each of the Financing Documents to which it was a party immediately prior to such qualification, (c) if such REIT is not the Parent, the Company shall have elected that such REIT be the REIT Party upon compliance with the provisions of Section 6.11 and (c) immediately prior to, and after giving effect to, such qualification no Default or Event of Default exists or would exist. PERMITTED OTHER SECURED OBLIGATION -- means, at any time, any Debt or obligations of the Parent or any Subsidiary which, in each case, is secured by a Lien so long as the SUM (without duplication) of
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Permitted Management Transferee means any of (a) Sebastian Lombardo, Tomas Nores or Olivier Padiou, or (b) a corporation, partnership or limited liability company that is controlled by one or more of Sebastian Lombardo, Tomas Nores or Olivier Padiou.
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Related to Permitted Management Transferee

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Qualified Manager means in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Property, provided, that Borrower shall have obtained (i) prior written confirmation from the applicable Rating Agencies that management of the Property by such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof and (ii) if such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Management Entity means the community developmental disability program or private corporation that operates the regional crisis diversion program, including acting as the fiscal agent for regional crisis diversion funds and resources.

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

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

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

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

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

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Permitted Affiliate Transactions means any transaction entered into between any member of the Group and the Parent or any other member of the Kronos Group either (i) in the ordinary course of trading or business and in accordance with past practice or (ii) which is necessary to accommodate legal or regulatory requirements of such member of the Group.

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • 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.

  • 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.

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or a Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 10.4.

  • Permitted Sale and Leaseback Transaction has the meaning provided in Section 3.02(b).

  • Prospective Transferee means any Person to whom a Shareholder proposes to make a Proposed Transfer, including a Proposed Transfer by FEEL pursuant to Clause 2.3.

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

  • Fund Management means the persons responsible for the portfolio and/or risk management of the Fund.

  • Management Company means the firm overseeing the operation and management of the Participating Property; and shall mean the Grantee in any event wherein the Management Company is required to perform any obligations under this Agreement.