Transfer Actions definition

Transfer Actions means (i) execution of instruments of transfer and endorsements, as appropriate, of the Senior Loan Documents and the Senior Lender's title policy, in all cases without recourse, (ii) transfer to Prime of all balances in the Blocked Accounts, and (iii) execution of instruments of termination of this Agreement and the other Prime Documents, except the Environmental Indemnification Agreement shall not be terminated but shall instead survive the performance of the Transfer Actions. In connection with the performance of the Transfer Actions, Senior Lender will be obligated to warrant only that it has not encumbered or transferred the Senior Loan Documents.
Transfer Actions means, with respect to each Unitholder that participates in, or is required to participate in, a Transfer of Units pursuant to (1) Section 8.9 (each, a "Tag-Along Transfer"), (2) Section 8.7 (each, a "Call Option Transfer"), (3) Section 8.8 (each, a "Put Right Transfer"), or (4) pursuant to an Approved Sale, all such actions as may be necessary, reasonably desirable or otherwise reasonably requested by the Board in order to expeditiously consummate each Tag-Along Transfer, Call Option Transfer, Put Right Transfer or Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer), including (i) executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, releases, waivers, and any other documents or instruments which in each case are no more burdensome than those executed by the GTCR Investors, the CABO Investor or any of their respective Affiliates (other than the Company and its Subsidiaries) (provided, that other than pursuant to subsection (v) of this definition or with respect to any amounts that are subject to an escrow, holdback or similar arrangement, no Executive will be liable for the inaccuracy of any representation or warranty of any other Unitholder and an Executive's liability for any inaccuracy of any representation or warranty of the Company will be several and not joint and limited to the Executive's pro rata share based upon ownership of Residual Units) (collectively, "Ancillary Documents"); (ii) furnishing information and copies of documents; (iii) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (iv) otherwise cooperating with the Company, the prospective transferee(s) and their respective representatives and counsel; and (v) joining up to such Unitholder's pro rata share (based upon ownership of Units) in any purchase price adjustments, indemnification or other obligations that the sellers of Units, other equity interests or assets are required to provide in connection with such Tag-Along Transfer, Call Option Transfer, Put Right Transfer or Approved Sale and related transactions, such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (other than any such obligations that relate solely to a particular Unitholder, such as indemnification with respec...
Transfer Actions means, with respect to each Securityholder that participates in a Transfer of Securityholder Securities pursuant to Section 2 (each, a "Tag-Along Transfer") or a Transfer of Securityholder Securities pursuant to an Approved Sale, all such actions as may be necessary, reasonably ​ desirable or otherwise reasonably requested by the Investor in order to expeditiously consummate each Tag-Along Transfer or Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer), including (a) executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, releases, waivers and any other documents or instruments which in each case are no more burdensome than those executed by the Investor or any of its Affiliates (provided that Executives may be required to execute customary non-competition agreements, non-solicitation agreements and confidentiality agreements which are not executed by the Investor or any of its Affiliates, although (i) the stated terms of such non-competition agreements and non-solicitation agreements shall in no event exceed three years from the date of the closing of the Tag-Along Transfer or Approved Sale, and (ii) such non-competition agreements shall only apply to activities that the Company or its Subsidiaries conduct at the time of the Transfer or reasonably expect to conduct within twelve months after the Transfer) (collectively, "Ancillary Documents"); (b) furnishing information and copies of documents; (c) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (d) otherwise cooperating with the Investor, the prospective transferee(s) and their respective representatives and counsel; and (e) joining up to such Securityholder's pro rata share (based upon ownership of Residual Units) in any purchase price adjustments, indemnification or other obligations that the sellers of Securityholder Securities, other equity interests or assets are required to provide in connection with such Tag-Along Transfer or Approved Sale and related transactions, such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (other than any such obligations that relate solely to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityh...

Examples of Transfer Actions in a sentence

  • Upon receipt of such payment, Senior Lender shall perform the Transfer Actions.

  • From and after the date hereof and until the occurrence of the relevant Delayed NP Transfer Action, each of the parties shall use their commercially reasonable efforts to take such actions, or cause such actions to be taken as to cause the occurrence of the Delayed NP Transfer Actions.

  • Each Unitholder shall take all Transfer Actions in furtherance of or in connection with the consummation of the Approved Sale as requested by the holders of the Required Interest or the Board including entering into agreements to effectuate the provisions of this Section 8.10.

  • Each Unitholder shall take, and Xxxxxxxx shall cause the Xxxxxxxx Stockholders to take, all Transfer Actions in furtherance of or in connection with the consummation of the Approved Sale as requested by the holders of the Required Interest or the Board including entering into agreements to effectuate the provisions of Section 8.4(d) hereof.

  • If the Approved Sale is structured as a (i) merger or consolidation, each Unitholder shall (to the extent applicable) waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) sale of equity securities, each Unitholder shall agree to sell all of his, her or its Units or rights to acquire Units on the terms and conditions approved by the holders of the Required Interest, subject to the definition of Transfer Actions.

  • Recoveries 15.1 The right to bring all Preference and Transfer Actions or to forsake, forego, or compromise and settle all such actions or claims, held by the Debtor, the Debtor-in-Possession and the Estate prior to confirmation, are expressly preserved by the Debtor.

  • So long as there are sufficient proceeds to distribute, and after reserving funds for Disputed Claims, at least once a year the Disbursing Agent, in its sole and absolute discretion, shall make distributions of the Audit Committee Report Retained Rights of Action Litigation Proceeds and the Committee's Fraudulent Transfer Actions Litigation Proceeds until all such proceeds are collected and distributed.


More Definitions of Transfer Actions

Transfer Actions means, with respect to each Unitholder that participates in a Transfer of Units pursuant to Section 8.3 (each, a "Tag-Along Transfer") or a Transfer of Units pursuant to an Approved Sale, all such actions as may be necessary, reasonably desirable or otherwise requested by the Investors in order to expeditiously consummate each Tag-Along Transfer or Approved Sale pursuant to Section 8.3 or Section 8.4 and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer), including (a) executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, releases, waivers, and any other documents or instruments which in each case are no more burdensome than those executed by the Investors or any of their Affiliates (provided that Management Unitholders and Xxxxxxxx Stockholders may be required to execute customary non-competition and non-solicitation agreements and confidentiality agreements that are not executed by the Investors or any of their Affiliates, in each case, with terms that will expire no later than the second anniversary of such Transfer and containing provisions no more onerous to such Management Unitholder or Xxxxxxxx Stockholder than those in existence as of the date hereof or immediately prior to the time of such Tag-Along Transfer or Approved Sale); (b) furnishing information and copies of documents; (c) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (d) otherwise cooperating with the Investors, the prospective transferee(s) and their respective representatives and counsel; and (e) being liable for such Unitholder's pro rata share (based on the sale proceeds of Units sold) of any purchase price adjustments, indemnification or other obligations that the sellers of Units, other equity interests or assets are required to provide in connection with the Approved Sale, such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (other than any such obligations that relate solely to a particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder's title to and ownership of securities, in respect of which only such Unitholder will be liable). Notwithstanding the foregoing, each Unitholder that participates in a ...

Related to Transfer Actions

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • Securities Transfer Act means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

  • CER Act means the Canadian Energy Regulator Act (Canada), and regulations thereunder, all as amended or replaced from time to time.

  • Transfer Assets means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

  • Environmental Property Transfer Act means any applicable requirement of law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible Property Transfer Act."

  • Related Consumer Action means a private action by or on behalf of one or more consumers or an enforcement action by another governmental agency brought against Respondent based on substantially the same facts as described in Section IV of this Consent Order.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Transfer Application means an application and agreement for transfer of Units in the form set forth on the back of a Certificate or in a form substantially to the same effect in a separate instrument.

  • Actions means all actions, litigation, complaints, claims, charges, accusations, investigations, petitions, suits, arbitrations, mediations or other proceedings, whether civil or criminal, at law or in equity, or before any arbitrator or Governmental Entity.

  • Fraudulent Conveyance means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

  • PBR Act means the Plant Breeder’s Rights Xxx 0000 (Cth) as amended from time to time.

  • former Act means the Companies Act or the International Business Companies Act;

  • Third party in-kind contributions means the value of non-cash contribu- tions provided by non-Federal third parties. Third party in-kind contribu- tions may be in the form of real prop- erty, equipment, supplies and other ex- pendable property, and the value of goods and services directly benefiting and specifically identifiable to the project or program.

  • Deportation or forcible transfer of population means forced displacement of the persons concerned by expulsion or other coercive acts from the area in which they are lawfully present, without grounds permitted under international law;

  • Corrupt and Fraudulent Practices means either one or any combination of the practices given below;

  • fraudulent practices which means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation; and

  • Dissolution Regulations means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

  • Associated Procedures means those procedures and/or statements that have been adopted by the Underwriter, the Adviser, a Fund or the Compliance Department, and which are designed to supplement this Code and its provisions.

  • Negligent treatment or maltreatment means an act or a

  • Consumer transaction means a transaction in which (i) an individual incurs an obligation primarily for personal, family, or household purposes, (ii) a security interest secures the obligation, and (iii) the collateral is held or acquired primarily for personal, family, or household purposes. The term includes consumer-goods transactions.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Electronic Transactions Law means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Avoidance Actions means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws.