Valid Assignment definition

Valid Assignment means an assignment of the rights of CIVC under Section 5.4(b) occurring in connection with a transfer or series of transfers by members of the CIVC Group to a Person or a group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of affiliated Persons of a number of shares of Class A Common acquired under this Agreement and Underlying Common acquired under the Class L Purchase Agreement that is at least equal to 60% of the number of shares of Class A Common and Underlying Common held by the CIVC Group on the date hereof (as appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events), where such rights are assigned to the Person (or group of affiliated Persons) (the "Designated Class A Transferee," it being understood that if such transfer is to a group of affiliated Persons, the Designated Class A Transferee shall be the Person controlling such group) to whom such number of shares is transferred. Solely for purposes of Section 5.4(c), if there is not a Designated Class A Transferee pursuant to the immediately preceding sentence, then the Designated Class A Transferee shall be deemed to refer to the holder or holders of a majority of the then outstanding Class A Common and Underlying Common purchased by the CIVC Group on the date hereof. Any assignee's or transferee's rights hereunder shall be subject in all respects to the terms hereof. For example, an assignee of rights hereunder who does not hold shares of Class A Common and Senior Common with an original cost of $5,000,000 as of the Closing would not have any rights under Section 5.4(a) hereof.
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Valid Assignment has the meaning set forth in Section 3(a).
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Examples of Valid Assignment in a sentence

  • Test 3.3(k) — 1: Valid Assignment Observe the Contract and confirm the Dealer’s signature is present as assignor either on the Contract or on a separate form.

  • Test 3.3(a) — 4: Valid Assignment Observe the Contract and confirm the Dealer’s signature is present as assignor on the Contract or on a separate form.

  • Test 3.3(m) – 2: Valid Assignment Observe the Lease and confirm the Dealer signature is present to assign the lease to the applicable Titling Company.

  • Test 3.3(a) — 6: Valid Assignment Observe the Lease and confirm the Dealer’s signature is present to assign the lease to a Titling Company.

  • Test 3.3(m) — 2: Valid Assignment Observe the Lease and confirm the Dealer signature is present to assign the lease to the applicable Titling Company.

  • Test 3.3(a) – 6: Valid Assignment Observe the Lease and confirm the Dealer’s signature is present to assign the lease to a Titling Company.

  • Test 3.3(k) – 1: Valid Assignment Observe the Contract and confirm the Dealer's signature is present as assignor either on the Contract or on a separate form.

  • Test 3.3(a) – 4: Valid Assignment Observe the Contract and confirm the Dealer's signature is present as assignor on the Contract or on a separate form.

  • Test 3.3(a) – 6: Valid Assignment Observe the Lease and confirm the Dealer's signature is present to assign the lease to a Titling Company.

  • Test 3.3(a) – 4: Valid Assignment Observe the Contract and confirm the Dealer’s signature is present as assignor on the Contract or on a separate form.

Related to Valid Assignment

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

  • Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

  • Intellectual Property Assignment has the meaning set forth in Section 3.02(a)(iii).

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • First Assignment means: the relevant Assignment; orif, prior to the relevant Assignment:

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Patent Assignment Agreement means the patent assignment agreement substantially in the form of Exhibit A.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Loan Assignment has the meaning set forth in the Purchase and Sale Agreement.

  • Intellectual Property Assignments has the meaning set forth in Section 3.02(a)(iv).

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • term assignment means, in relation to an employee, i. a term assignment within the meaning of the local collective agreement, or ii. where no such definition exists, a term assignment will be defined as twelve (12) days of continuous employment in one assignment

  • Lease Assignment has the meaning set forth in Section 3.6(d).

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • prospective assignment means an assignment that is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Affiliated Licensee Assignment The Broker has assigned (Selling Licensee) to work with Purchaser and (Listing Licensee) to work with Seller. Each shall be deemed to act for and represent exclusively the party to whom each has been assigned. Transaction Brokerage Disclosure Seller and Purchaser are aware that if they are not represented by a Broker they are each solely responsible for protecting their own interests. Seller and Purchaser acknowledge that the Broker may perform ministerial acts for either party as a Transaction Broker. Selling Broker’s Initials Purchaser’s Initials: / (or Broker’s Affiliated Licensee)

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • assignment shall have the same meanings of such terms in the 1940 Act.)

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.