Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of this RSU to one or more members of his/her Immediate Family, to a trust established for the exclusive benefit of one or more members of his/her Immediate Family, to a partnership in which all the partners are members of his/her Immediate Family, or to a limited liability company in which all the members are members of his/her Immediate Family.
Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of PRSUs granted under this Agreement to one or more Family Members, to a trust established for the exclusive benefit of one or more Family Members, to a partnership in which all the partners are Family Members, or to a limited liability company in which all the members are Family Members.
Permissible Transfers. The following Transfers (each a “Permissible Transfer”) shall not be subject to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2.
(a) Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any or all of such Significant Investor’s Shares to any of such Significant Investor’s Equity Holders; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.
(b) Subject to Section 3.2, any Investor may Transfer any or all of such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby). Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement. In the event that a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, pursuant to this Section 3.1.1, to another Person that qualifies as a Permitted Transferee of such initial transferring Investor.
(c) Transfers by a Participating Seller pursuant to Section 4.2 or 4.3, as applicable.
(d) Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor).
(e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.
Permissible Transfers. Transfers of Unit Members between divisions or organizational units may be made between positions in the same class.
Permissible Transfers. Transfers for estate planning or for transfer upon the death or full disability of the investor are permitted without exception and without the need for the consent of the Manager, so long as the Transferee complies with the provisions of Section 7.5.
Permissible Transfers. The Investors acknowledge that the Company's securities being issued and sold to them hereunder are being so issued and sold in transactions which are exempt from the registration requirements of the Securities Act of 1933, as amended. None of the Notes or Warrants, Conversion Shares or Warrant Shares issuable upon conversion of the Notes or exercise of the Warrants, may be distributed, transferred, or otherwise disposed of by the Investors except pursuant to an effective Registration Statement under such Act which is current with respect to the securities offered thereby, or pursuant to an applicable exemption therefrom, and pursuant to applicable "Blue Sky" or state securities laws or an applicable exemption therefrom.
Permissible Transfers. Subject to the provisions of Section 3.2, the rights granted to a Shareholder under Section 1 may be transferred by such Shareholder to another Shareholder, to any affiliate of the Company, or to any person or entity; provided, however, that the Company is given written notice by the transferee at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned; provided, further, that no rights granted hereunder shall be transferable unless in connection with the transfer of the Registerable Shares to which such rights relate.
Permissible Transfers. Notwithstanding the provisions of this Agreement to the contrary, the Participant shall not be required to obtain the Agency’s consent, and the Agency shall not be permitted to terminate this Agreement, in connection with (a) the sale, exchange, issuance or redemption of any ownership interest in the Participant so long as Xxxx Xxxx, Xxxx Xxxx and/or Xxxx Xxxxx and their respective spouses and/or lineal descendants, or trusts set up for the benefit of the foregoing, own, in the aggregate, 51% or more of the direct and indirect interests in the Participant; (b) transfers of less than a controlling interest in the Participant; (c) transfers of interests in either the Project, the Participant or this Agreement to persons or entities that, after the transfer, are controlling, under common control with or controlled by the Participant; (d) changes in the organizational form of the Participant; (e) transfer of the operational or managerial responsibilities of the Project to a third party provider who is acting as an agent on behalf of the Participant; (f) leasing, subleasing, licenses, or granting other possessory rights in any portion of the Project; (g) a sale and leaseback or similar financing transaction of the Project;
Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of this SAR to one or more Family Members, to a trust established for the exclusive benefit of one or more Family Members, to a partnership in which all the partners are Family Members, or to a limited liability company in which all the members are Family Members.
Permissible Transfers. Notwithstanding Sections (a), (b) and (c) above, if, at any time during the Restricted Period, Manuel D. Medina makes a Transfer of all or a portion of his shares ox Xxxxxx Xxxxx xf the Company, then Optionee shall have the right to make a Transfer of that portion of his Restricted Shares equal to (or less than) the amount of shares of Common Stock of the Company that Manuel D. Medina had transferred during that Restricted Period.
