Remainco Asset Transferee definition

Remainco Asset Transferee means any Entity that is or will be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Separation Effective Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the transactions contemplated hereby or by any Ancillary Agreement.
Remainco Asset Transferee means any Entity that is or shall be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Distribution Effective Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the Contemplated Transactions. “Remainco Backstop Credit Support Instrument” shall have the meaning set forth in Section 1.10(f). “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Books and Records” means (a) minute books, equity interest records, consents and other similar records of the Remainco Group; (b) books and records relating to the Remainco Retained Assets or the Remainco Retained Liabilities (including any books and records
Remainco Asset Transferee shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.

Examples of Remainco Asset Transferee in a sentence

  • If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreement, Spinco shall apply to the relevant Landlord for consent to a sublease, license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease.

  • Such commercially reasonable efforts may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments modifying the terms of the Relevant Lease and converting the assignment to a sublease, license or other similar agreement.

  • Remainco shall cause its applicable Asset Transferors to transfer or assign each of the Remainco Retained Properties (together with all improvements and fixtures thereon and all rights and easements appurtenant thereto) to an applicable Remainco Asset Transferee.

Related to Remainco Asset Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

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

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

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

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

  • Subsequent Transfer Date With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

  • 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.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • 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.

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

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

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

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

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser 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 tender option bond trust in which the Purchaser 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.

  • Relevant Transfer Date means, in relation to a Relevant Transfer, the date upon which the Relevant Transfer takes place;

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Company Transaction means the consummation of