Transfer
Example Definitions of "Transfer"
Transfer. Of a security if such Person directly or indirectly (i) offers for sale, sells, assigns, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement, commitment or other arrangement providing for the sale of, assignment of, pledge of, encumbrance of, granting of an option with respect to, transfer of or disposition of such security or any interest therein; provided, however, that the granting
... by Stockholder of a security interest in Shares to a brokerage firm to secure a cash loan from such brokerage firm for the purpose of purchasing shares of IntegraMed Common Stock upon exercise of IntegraMed Options outstanding on the date of this Agreement shall not be deemed a "Transfer" for purposes of this Agreement.
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Transfer. Of a security if such Person directly or indirectly (i) offers for sale, sells, assigns, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement, commitment or other arrangement providing for the sale of, assignment of, pledge of, encumbrance of, granting of an option with respect to, transfer of or disposition of such security or any interest therein; provided, however, that the granting by
... Stockholder of a security interest in Shares to a brokerage firm to secure a cash loan from such brokerage firm for the purpose of purchasing shares of IntegraMed Micro Linear Common Stock upon exercise of IntegraMed Options options to purchase Micro Linear Common Stock ("Micro Linear Options") outstanding on the date of this Agreement shall not be deemed a "Transfer" for purposes of this Agreement.
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Transfer.
Of A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly (i) offers for sale, sells, assigns, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement, commitment or other arrangement providing for the sale of, assignment of, pledge of, encumbrance of, granting of an option with respect to, transfer of or disposition of such security or any
... interest therein; provided, however, that the granting by Stockholder of a security interest in Shares to a brokerage firm to secure a cash loan from such brokerage firm for the purpose of purchasing shares of IntegraMed Lawson Common Stock upon exercise of IntegraMed Lawson Options outstanding on the date of this Agreement shall not be deemed a "Transfer" for purposes of this Agreement.
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Transfer.
Of A "Transfer" of a security if such Person directly or indirectly (i) offers for sale, sells, assigns, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement, commitment or other arrangement providing for the sale of, assignment of, pledge of, encumbrance of, granting of an option with respect to, transfer of or disposition of such security or any interest therein; provided, however, that
... the granting by Stockholder Shareholder of a security interest in Shares to a brokerage firm to secure a cash loan from such brokerage firm for the purpose of purchasing shares of IntegraMed Common Stock Intentia Shares upon exercise of IntegraMed Options Intentia options or warrants outstanding on the date of this Agreement shall not be deemed a "Transfer" for purposes of this Agreement.
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Transfer. A person shall be deemed to have effected a "Transfer" of a security if such person, whether voluntarily or involuntarily, directly or indirectly (i) offers, sells, pledges, encumbers, hypothecates, leases, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of law or otherwise, including by way of Constructive Disposition) of such security or any interest in such security, (ii) creates or permits to
... exist any pledge, lien, charge, mortgage, encumbrance, hypothecation or security interest of any kind or nature whatsoever on such security, (iii) deposits such security into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that is inconsistent with this Agreement, or (iv) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iii).
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Transfer. A
person shall Person will be deemed to have effected a "Transfer" of a security if such
person, Person, whether voluntarily or involuntarily, directly or indirectly (i)
offers, sells, pledges, encumbers, hypothecates, leases, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of law or
otherwise, including by way of Constructive Disposition) otherwise) of such security or any interest in such
... security, (ii) creates or permits to exist any pledge, lien, charge, mortgage, encumbrance, hypothecation or security interest of any kind or nature whatsoever Liens (other than Permitted Liens and restrictions on such security, transfer imposed under applicable securities laws), (iii) deposits such security into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that is inconsistent with this Agreement, Agreement or (iv) agrees or commits (whether or not in writing) enters into an agreement to take any of the actions referred to in the foregoing clauses (i) through (iii).
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Transfer. A person shall be deemed to have effected a "Transfer" of a security if such person, whether voluntarily or involuntarily, directly or indirectly (i) offers, sells,
pledges, encumbers, hypothecates, leases, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of law or otherwise, including by way of Constructive Disposition) of such security or any interest in such security, (ii) creates or permits to
... exist any pledge, lien, charge, mortgage, encumbrance, hypothecation or security interest of any kind or nature whatsoever on such security, except, in the case of each item described in clause (ii), that would not reasonably be expected to, individually or in the aggregate, materially prevent, delay or impair or otherwise adversely impact the Stockholders' ability to perform its obligations hereunder, (iii) deposits such security into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that is inconsistent with this Agreement, or (iv) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iii). For the avoidance of doubt, any direct or indirect transfer of equity or other interests in the Stockholder by its equityholders shall not constitute a Transfer.
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Transfer. A person shall be deemed to have effected a "Transfer" of a security if such person, whether voluntarily or involuntarily, directly or indirectly (i)
offers, sells,
pledges, encumbers, hypothecates, leases, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by
testamentary disposition, by operation of law or otherwise, including by way of Constructive Disposition)
of such security or any interest in such security, (ii) creates
or permits to... exist any pledge, lien, charge, mortgage, encumbrance, hypothecation or security interest of any kind or nature whatsoever on such security, security (other than, in each case, (x) Permitted Liens, (y) those created by this Agreement, and (z) those arising under applicable securities or community property laws), (iii) deposits such security into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that is inconsistent with this Agreement, would reasonably be expected to prevent or materially delay the performance of any of such Stockholder's obligations hereunder, or (iv) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iii). For the avoidance of doubt, any direct or indirect transfer of equity or other interests in the Stockholder by its equityholders shall not constitute a Transfer. A "Transfer" shall not be deemed to have occurred in connection with the foreclosure of any pledge of Shares existing on the date of this Agreement.
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Transfer. A person shall be deemed to have effected a "Transfer" of a security if such person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, establishes an open "put equivalent position" within the meaning of Rule 16a-h under the Exchange Act, transfers or otherwise disposes of such security or any interest therein (including the economic consequences of ownership), or (ii) enters into an agreement or commitment providing
... for the sale of, pledge of, encumbrance of, grant of an option with respect to, establishment of a "put equivalent position" with respect to, transfer of or other disposition of such security or any interest therein (including the economic consequences of ownership).
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Transfer. A
person Person shall be deemed to have effected a "Transfer" of a security if such
person Person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect
to, to (including any short sale), establishes an open "put equivalent position" within the meaning of Rule 16a-h under the Exchange Act, transfers or otherwise disposes of such security or any interest
therein (including the economic consequences of ownership), or therein, (ii) enters into an agreement or
... commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, to (including any short sale), establishment of a "put equivalent position" with respect to, transfer of or other disposition of such security or any interest therein (including therein, or (iii) enters into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership). ownership of any Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.
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Transfer. A
person Person shall be deemed to have effected a "Transfer" of a
security Share if such
person person, directly or indirectly (i) sells,
tenders, pledges, encumbers,
assigns, grants an option with respect to, establishes an open "put equivalent position"
within (within the meaning of Rule 16a-h under the Exchange
Act, Act) with respect to, transfers or
otherwise disposes of such
security Share or any interest
therein in such Share (including the economic consequences of
ownership), ownership... of such Share), or (ii) enters into an agreement or commitment providing for the sale of, tender of, pledge of, encumbrance of, assignment of, grant of an option with respect to, establishment of a an open "put equivalent position" with respect to, transfer of transfer, or other disposition of such security Share or any interest therein (including the economic consequences of ownership). ownership of such Share).
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Transfer.
A person shall be deemed to have effected Of a
"Transfer" of a security Share if such
person person, directly or indirectly (i) sells,
tenders, pledges, encumbers,
assigns, grants an option with respect to, establishes an open "put equivalent position"
within (within the meaning of Rule 16a-h under the Exchange
Act, Act) with respect to, transfers or
otherwise disposes of such
security Share or any interest
therein in such Share (including the economic consequences of
ownership), ownership of... such Share), or (ii) enters into an agreement or commitment providing for the sale of, tender of, pledge of, encumbrance of, assignment of, grant of an option with respect to, establishment of a an open "put equivalent position" with respect to, transfer of transfer, or other disposition of such security Share or any interest therein (including the economic consequences of ownership). ownership of such Share).
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Transfer. Shall mean any direct or indirect (i) sale, transfer, assignment, hypothecation, pledge, encumbrance, granting of an option with respect to (or otherwise enters into a hedging arrangement with respect to), tender or other disposition (by merger, by testamentary disposition, by operation of law or otherwise) of, such Share or any interest in such Share, (ii) deposit of any Share into a voting trust or entry into a voting agreement or arrangement or grant any proxy or power of attorney with
... respect thereto that is inconsistent with this Agreement, or (iii) agreement or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).
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Transfer.
Shall mean Such Person directly or indirectly (i) sells (including any
direct or indirect (i) sale, transfer, assignment, hypothecation, pledge, encumbrance, granting of short sale), pledges, Encumbers, hypothecates, assigns, exchanges, grants an option with respect to (or otherwise enters into
a any derivative or hedging arrangement with respect to),
tender transfers, tenders, gifts or
other disposition disposes (by merger, by testamentary disposition, by operation of law or otherwise)
of, of... such Share or any interest in or right to such Share, (ii) deposit of deposits any Share into a voting trust or entry enters into a voting agreement or arrangement or grant grants any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agreement agrees or commitment commits (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).
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Transfer. Shall mean any direct or indirect (i) sale, transfer, assignment, hypothecation, pledge, encumbrance, granting of an option with respect to (or otherwise enters into a hedging arrangement with respect to), tender or other disposition (by merger, by testamentary disposition, by operation of law or otherwise) of, such Share or any interest in such Share, (ii) deposit of any Share into a voting trust or entry into a voting agreement or arrangement or grant any proxy or power of attorney with
... respect thereto that is inconsistent with this Agreement, or (iii) agreement or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii). (ii); provided, however, that an exercise of a Company Option (in and of itself) shall not be considered a Transfer under this Agreement.
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Transfer.
Shall (and words of correlative meaning) shall mean any direct or indirect (i) sale, transfer, assignment, hypothecation, pledge, encumbrance, granting of an option with respect to (or otherwise
enters entering into a hedging arrangement with respect to), tender or other disposition (by merger, by testamentary disposition, by operation of law or otherwise) of,
such Share any Shares or any interest in
such Share, any Shares, (ii) deposit
(or permit the deposit) of any
Share Shares into a voting
... trust or entry into a voting agreement or arrangement or similar Contract or grant any proxy or power of attorney or give instructions with respect thereto that is inconsistent with the terms of this Agreement, or (iii) agreement or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).
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Transfer. Directly or indirectly, to sell, transfer, assign, pledge, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition
... of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise).
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Transfer. Directly or indirectly, to sell, transfer, assign, pledge, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition
... of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise). otherwise); provided that, for the avoidance of doubt, a Transfer shall not include any existing or future pledges or security interests issued by any of the Unitholders in connection with a bona fide loan.
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Transfer.
Directly or indirectly, to To sell, transfer, assign, pledge,
hypothecate, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or
... similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise). otherwise); provided, however, that for the purposes of clarification, a "Transfer" shall not include any existing or future pledges or security interests issued by TE (or the foreclosure thereof) in connection with a bona fide loan, indenture or other contract for indebtedness.
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Transfer.
Directly Means, directly or indirectly, to sell, transfer, assign, pledge, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or
... similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise). otherwise); provided that, for the avoidance of doubt, a Transfer shall not include any existing or future pledges or security interests issued by either of the Unitholders in connection with a bona fide loan.
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Transfer. Means, when used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition by the Transferor (whether by operation of Law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily, transfers, sells, pledges or hypothecates or otherwise disposes of (whether by operation of Law or otherwise), including, in each case, (a) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a
... call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms Transferee, Transferor, Transferred, and other forms of the word Transfer shall have the correlative meanings.
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Transfer. Means, when used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition by the Transferor (whether by operation of Law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily, transfers, sells, pledges or hypothecates or otherwise disposes of (whether by operation of Law or otherwise),
or enters into any contract, option, or other arrangement or understanding with respect to the foregoing, including, in each case, (a) the
... establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms Transferee, Transferor, Transferred, "Transferee," "Transferor," "Transferred," and other forms of the word Transfer "Transfer" shall have the correlative meanings.
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Transfer. Means, when used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition by the Transferor (whether by operation of Law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily, transfers, sells, pledges or hypothecates or otherwise disposes of (whether by operation of Law or otherwise), including, in each case,
(a) (i) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of
... a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) (ii) the entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. A Transfer shall be deemed to include any indirect voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition that is effectuated for the purpose of circumventing the restrictions on Transfer set forth in Section 2. The terms Transferee, Transferor, Transferred, "Transferee," "Transferor," "Transferred," and other forms of the word Transfer "Transfer" shall have the correlative meanings.
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Transfer.
Means, when When used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition
by the Transferor (whether by operation of
Law law or otherwise) and, when used as a verb,
the Transferor to voluntarily or involuntarily,
transfers, sells, pledges transfer, sell, pledge or
hypothecates hypothecate or otherwise
disposes dispose of (whether by operation of
Law law or otherwise), including, in each case, (a) the establishment or increase of a put equivalent
... position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the Exchange 1934 Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms Transferee, Transferor, Transferred, "Transferee," "Transferor," "Transferred," and other forms of the word Transfer "Transfer" shall have the correlative meanings. meanings
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Transfer. Shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the
... Investor Stock.
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Transfer.
Shall For purposes of this Agreement, the term "Transfer" shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by
request, bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to,
transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary voluntary, involuntarily or by operation of law, directly or indirectly, of any of the
Investor Stock. Equity Securities.
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Transfer. Shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by
request, bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to,
transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary voluntary, involuntarily or by operation of law, directly or
... indirectly, of any of the Investor Stock. Equity Securities.
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Transfer. Sell, transfer, assign, convey, gift, pledge, hypothecate or dispose of in any way, whether by operation of law or otherwise (other than to Optionor or its Subsidiaries), or any Change of Control.
Transfer. Sell, transfer, assign, convey, gift, pledge, hypothecate or dispose of in any way, whether by operation of law or
-7- 8 otherwise (other than to Optionor or its Subsidiaries), or any Change of Control.
Transfer. Sell, transfer, assign, convey, gift, pledge, hypothecate or dispose of in any way, whether by operation of law or
-7- otherwise (other than to Optionor or its Subsidiaries), or any Change of Control.
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Transfer. Shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.
Transfer.
Shall mean any Any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition,
other than to an Affiliate, or to make or effect any of the above.
Transfer.
Shall mean any Any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition,
other than to an Affiliate, or to make or effect any of the above.
Transfer. Shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition,
other than to an Affiliate, or to make or effect any of the above.
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Transfer. Unless the context otherwise requires, any sale, assignment, pledge or other disposition of any security, or of any interest therein, which could constitute a "sale" as that term is defined in Section 2(3) of the Securities Act.
Transfer.
Unless the context otherwise requires, any Any sale, assignment, pledge or other disposition of any security, or of any interest therein, which could constitute a "sale" as that term is defined in
Section section 2(3) of the Securities Act.
Transfer.
Unless the context otherwise requires, any Any sale, assignment, pledge or other disposition of any security, or of any interest therein, which could constitute a "sale" as that term is defined in
Section section 2(3) of the Securities Act.
Transfer.
Unless the context otherwise requires, any Any sale, assignment, pledge or other disposition of any security, or of any interest therein, which could constitute a "sale" as that term is defined in
Section section 2(3) of the Securities Act.
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All Definitions