Specified Transfer definition

Specified Transfer means the conveyance or transfer of proceeds from the initial credit extensions under the First Lien Credit Agreement and the Second Lien Notes by the Borrower to HCP, Inc. and/or its consolidated subsidiaries (other than to the Borrower or its consolidated subsidiaries), as further described in the Form 10.
Sample 1
Specified Transfer means the conveyance or transfer of proceeds from the initial Credit Extension by the Parent to Ventas, Inc. and/or its consolidated subsidiaries (other than the Parent or its consolidated subsidiaries), whether by way of an escrow or otherwise, and as further described in the Form 10.
Sample 1
Specified Transfer shall have the meaning provided in Section 6.5(b).
Sample 1

Examples of Specified Transfer in a sentence

  • Any Transfer (as defined below) of a share of Class F Stock (other than a Specified Transfer (as defined below)) shall be deemed an election by the holder thereof to convert such share into Common Stock pursuant to Section 4.a above and each such Transferred share of Class F Stock shall automatically convert into one (1) fully paid and nonassessable share of Common Stock, effective immediately prior to such Transfer.

  • Use proceeds from Loans for general corporate purposes, including to refinance existing Indebtedness and for working capital, capital expenditures, and other lawful purposes, including Investments permitted by Section 7.02, dividends and distributions (including the Specified Transfer), and acquisitions and developments, in each case, not in contravention of any of the Loan Documents or any applicable Law.

  • Upon the giving of such Arbitration Notice, all other time periods specified in Sections 6.5 and 6.7 relating to a Specified Transfer shall be extended until the arbitration provided for in this Section 6.6 has been completed.

  • Except as set forth below for Specified Transfer Taxes, each of Seller and Purchaser shall be liable for and shall hold the other party harmless from and against the timely payment of fifty percent (50%) of all Transfer Taxes, if any, arising out of or in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

  • For purposes of clauses (d) and (e) above, with respect to the Underlying Assets identified in Annex C hereto (each, a “Specified Transfer Asset”), GS may, in its sole and absolute discretion, deem them to be Zero Value Assets if such Specified Transfer Assets do not cease to be Specified Transfer Assets within 30 days after the Restatement Date.

  • Not withstanding anything contained herein to the contrary, HCML may unilaterally by notice in writing to the Company terminate this Agreement in the event that HCML shall cease to be the sole shareholder of the Company provided that termination of this Agreement pursuant to this Clause shall not affect HCML’s obligation to transfer or procure the transfer of Shares in respect of the Specified Transfer Options notified by the Company in accordance with clause 4.1 prior to such termination.

  • Except for a Permissible Sale or Permissible Prepayment Sale or a Specified Transfer to Parent, sell, assign (by operation of law or otherwise) or otherwise dispose of ‎(including by way of Division)‎, or create or suffer to exist, any Adverse Claim upon or with respect to, any of the Pledged Policies or any other Collateral, including, without limitation, any Adverse Claim arising out of a Policy Loan.

  • Subject to clause 2.2, within 28 days of receipt from the Company of notification that a Specified Transfer Option has been validly exercised, HCML shall transfer or procure the transfer to the Participant the number of Shares in respect of which his Specified Transfer Option has been validly exercised.

  • In connection with any Specified Transfer, the New Giosis Entity shall affirm such Transfer is pursuant to such Joint Venture Agreement and that the New Giosis Entity is solely owned by one or more of the shareholders and equity incentive holders of Giosis and the New Giosis Entity shall execute an Adherence Agreement and become a party hereto as an “Investor,” “Shareholder” and shall be deemed for all purposes to be Giosis hereunder.

  • Boat Receivables relating to Documented Boats are being transferred into a Securitization Trust to be known as "Distribution Financial Services RV/Marine Trust 2001-1" (the "Securitization Trust") pursuant to a Transfer and Servicing Agreement dated as of November 1, 2001 (the "Specified Transfer and Servicing Agreement") among the Securitization Trust, DFS and Deutsche Recreational Asset Funding Corporation.


More Definitions of Specified Transfer

Specified Transfer means the conveyance or transfer of proceeds from the initial Credit Extension by QCP to HCP and/or its consolidated subsidiaries (other than to QCP or its consolidated subsidiaries), as further described in the Form 10.
Sample 1
Specified Transfer has the meaning set forth in Section 5.17(c).
Sample 1
Specified Transfer means a transfer of cash from the Designated U.S. Deposit Account to the Designated Deposit Account, which transfer meets the following requirements: (a) Purchaser Agent shall have received at least 10 days’ advance notice of such Specified Transfer (including the amount thereof), which such notice may only be given after the thirtieth (30th) day following the Second Amendment Effective Date; (b) immediately prior to the notice of such transfer in accordance with the preceding clause (a) and at all times thereafter until the date of such Specified Transfer, and immediately after such Specified Transfer, no Event of Default shall have occurred and be continuing; (c) no more than one Specified Transfer may be made during any consecutive 30-day period and (d) the amount of such Specified Transfer does not exceed $2,000,000.
Sample 1
Specified Transfer means any Transfer of any Property of the Borrower or any of its Restricted Subsidiaries to any Person, other than (a) any Transfer of Property to the Borrower or any of its Restricted Subsidiaries, (b) any Transfer of Property by way of a lease and (c) any Transfer of Property pursuant to any of clauses (a) through (i) of Section 9.11.
Sample 1

Related to Specified Transfer

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

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

  • 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.

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

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • 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.

  • Specified Treaty means with respect to Party A

  • 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 Trust of an individual means a trust (including, without limitation, a voting trust) established by such individual if and as long as:

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

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

  • 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).

  • Subject Transaction as defined in Section 6.8(d).

  • 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 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.

  • 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.

  • 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.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit I, by which Subsequent Loans are transferred to the Trust Fund.

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

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

  • credit transfer means a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer;

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.