Valid Assignment definition

Valid Assignment has the meaning set forth in Section 3(a).
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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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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(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(a) — 4: Valid Assignment Observe the Contract and confirm it was completed electronically or, if completed on paper, 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 Dealer name on the Dealer Assignment and confirm it matches the Dealer name on the Contract.

  • Test 3.3(k) — 1: Contract Form; Valid Assignment Observe if the Contract was completed electronically.

  • Immediately before the sale and assignment under this Agreement, the Sponsor has good and marketable title to the Receivable free and clear of any Lien, other than Permitted Liens, and, immediately after the sale and assignment under this Agreement, the Depositor will have Test 3.3(k) — 1: Valid Assignment Observe the Contract and confirm it was completed electronically or, if completed on paper, confirm the Dealer’s signature is present as assignor either on the Contract or on a separate form.

  • The failure to promptly address or cure any violation for which liquidated damages are payable may, itself, also be cause for continued assessment of liquidated damages.

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 2.01(b).