Excluded Affiliate Transfer means (a) any Transfer of a Company Interest by a Member who is a natural person to a member of such Member’s family or to a revocable trust for estate planning purposes, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer; (b) any Transfer occurring by operation of law upon the death or mental incapacity of a Member who is a natural person; (c) any Transfer to a corporation, partnership or limited liability company that is wholly owned and controlled (through voting rights) by such Member, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer (provided, however, that any failure to retain the right to vote or the failure to retain 100% ownership and control shall then immediately and automatically be deemed to be a Transfer that is not an Excluded Affiliate Transfer), (d) any Transfer of a Company Interest by a Member that is a trust to the principal beneficiary of that trust and (e) any Transfer of a Company Interest by NGP I or NGP II (whether voluntarily or by operation of law) to a partner or other Affiliate or a legal successor of either NGP I or NGP II; provided, however, that, in the case of any Transfer described in clauses (a) – (e) above, such Transferee agrees to be bound by the terms of this Agreement, and any applicable agreement with respect to such Company Interest (including that the provisions thereof relating to vesting, forfeiture and redemption shall continue to be applicable to such Company Interests after such Transfer as if held by the Transferring Member regardless of the holder of such Company Interests) and evidences the same by executing a copy of this Agreement and such other documents as the Company may reasonably request promptly upon receiving the assignment of such Company Interest and (ii) such Transferee shall not be entitled to make any further Excluded Affiliate Transfers, except for a Transfer of such acquired Company Interests back to such original holder or another Transfer that would have been an Excluded Affiliate Transfer had such original holder made such Transfer.
Excluded Affiliate Transfer means (i) any transfer of Owner Shares by a Restricted Owner, other than a Management Owner or an Employee Owner (whether voluntarily or by operation of law) to a partner or other affiliate or a legal successor of such Restricted Owner; (ii) any transfer of Owner Shares by a Restricted Owner who is an individual to a member of such Restricted Owner's family or to a revocable trust for estate planning purposes, but only if such Restricted Owner retains the right to vote such Owner Shares following such transfer; (iii) any transfer upon the death of a Restricted Owner who is an individual; and (iv) any transfer of Owner Shares by a Restricted Owner which is a trust to the principal beneficiary of that trust; provided that, in the case of any Transfer described in clause (i), (ii), (iii) or (iv) above, such transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement promptly upon receiving the assignment of such Owner Shares.
Excluded Affiliate Transfer means (a) any Transfer of a Company Interest by NGP (whether voluntarily or by operation of law) to a partner or other Affiliate or a legal successor of NGP; (b) any Transfer of a Company Interest by a Member who is an individual to a member of such Member’s family or to a revocable trust for estate planning purposes, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer; (c) any Transfer occurring by operation of law upon the death or mental incapacity of a Member who is an individual; (d) any Transfer to a corporation, partnership or limited liability company which is wholly owned and controlled (through voting rights) by such Member, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer; and (e) any Transfer of a Company Interest by a Member which is a trust to the principal beneficiary of that trust; provided that, in the case of any Transfer described in clauses (a) — (e), such Transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement and such other documents as the Company may reasonably request promptly upon receiving the assignment of such Company Interest.
Examples of Excluded Affiliate Transfer in a sentence
The provisions of Section 2(b) above do not apply to any Transfer by a Restricted Owner of such Restricted Owner's Owner Shares in an Excluded Affiliate Transfer.
In the event of any Transfer or Excluded Affiliate Transfer, the assignee or transferee shall agree to be bound by the terms of this Agreement and evidence the same by executing an addendum to this Agreement promptly upon receiving the assignment of such Preferred Stock or Common Stock.
The provisions of this Section 2 do not apply to any Transfer by an Owner of his Owner Shares in an Excluded Affiliate Transfer (as defined in Section 3 below).
Notwithstanding the provisions of Section 6.1(a) but subject to Section 6.1(e), (i) a Member may Transfer its Interests pursuant to an Excluded Affiliate Transfer at any time and (ii) Yorktown may transfer its Interests to Carbon in a Yorktown-Carbon Transfer.
Notwithstanding the foregoing, the provisions of this Section 3 do not apply to any Transfer by an Owner of his Owner Shares in an Excluded Affiliate Transfer or any Transfer by an Owner of his Owner Shares in connection with the initial sale of shares of the Company’s Common Stock to the public pursuant to a registration statement filed under the Securities Act.
More Definitions of Excluded Affiliate Transfer
Excluded Affiliate Transfer means (i) any transfer of Preferred Stock or Common Stock by a Stockholder that is an entity (a) whether voluntarily or by operation of law, to a partner, member, stockholder, subsidiary or other affiliate of such Stockholder provided that, in the case of any transfer described in this clause (i)(a), other than any transfer by a member of the USBG Group (subject to the limitations set forth in the definition of USBG Group below), all transferees or assignees of the same Stockholder entity shall appoint a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Agreement, or (b) to an entity that is the legal successor of such Stockholder; (ii) any transfer of Preferred Stock or Common Stock, as the case may be, by a Stockholder who is an individual to a member of such Stockholder’s family or to a revocable trust for estate planning purposes; (iii) any transfer occurring by will or intestate succession upon the death of a Stockholder who is an individual; and (iv) any transfer of Preferred Stock or Common Stock, as the case may be, by a Stockholder which is a trust to the principal beneficiary of that trust.
Excluded Affiliate Transfer is defined within the definition of Qualified Block Transfer.
Excluded Affiliate Transfer means (i) any Transfer of Units by a Member who is an individual to a member of such Member’s family or to a trust or similar entity for estate planning purposes, but only if the Member retains the right to vote such Interest following such Transfer; (ii) any Transfer occurring by operation of law upon the death or mental incapacity of a Member who is an individual; (iii) any Transfer of Units by a Member which is a trust to the principal beneficiary of that trust; or (iv) any Transfer of Units by a Member which is a partnership, limited partnership, limited liability company, corporation or other entity organized, formed or incorporated to an Affiliate; provided that, in the case of any Transfer described in clauses (i)-(iv), such transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement prior to receiving the assignment of such Units .
Excluded Affiliate Transfer means any (i) Transfer of Owner Shares by Yorktown (whether voluntarily or by operation of law) to any partner or other Affiliate of Yorktown or to any successor fund of Yorktown, (ii) any Transfer of Owner Shares by an Owner who is an individual to any Person for estate planning purposes if the Owner retains the right (directly or indirectly) to vote such Owner Shares following such transfer and (iii) any Transfer of Owner Shares by an Owner which is a trust to the principal beneficiary of that trust; provided that, in the case of any Transfer described in clauses (i)-(iii), such transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement promptly upon receiving the assignment of such Owner Shares, in which case such transferee shall be considered an Owner hereunder.
Excluded Affiliate Transfer means any Transfer of Owner Shares by an Owner (whether voluntarily or by operation of law) to a stockholder, partner or other Affiliate of the Owner; any Transfer of Owner Shares by an Owner who is an individual to a trust or family limited partnership for estate planning purposes if such Owner retains the right to vote such Owner Shares following such transfer; and any Transfer of Owner Shares by a Chase Owner to an employee of a Chase Owner or an Affiliate thereof; provided that, such transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement promptly upon receiving the assignment of such Owner Shares.
Excluded Affiliate Transfer means (a) any Transfer of a Company Interest by NGP (whether voluntarily or by operation of law) to a partner or other Affiliate or a legal successor of NGP; (b) any Transfer of a Company Interest by a Member who is an individual to a member of such Member’s family or to a revocable trust for estate planning purposes, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer; (c) any Transfer occurring by operation of law upon the death or mental incapacity of a Member who is an individual; (d) any Transfer to a corporation, partnership or limited liability company which is wholly owned and controlled (through voting rights) by such Member, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer, it being acknowledged and agreed that any failure to retain the right to vote or the failure to retain 100% ownership and control shall then immediately and automatically be deemed to be a Transfer that is not an Excluded Affiliate Transfer; and (e) any Transfer of a Company Interest by a Member which is a trust to the principal beneficiary of that trust; provided that, in the case of any Transfer described in clauses (a) – (e) above, such Transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement and such other documents as the Company may reasonably request promptly upon receiving the assignment of such Company Interest.
Excluded Affiliate Transfer means (a) any Transfer of a Company Interest by a Member who is an individual to a member of such Member’s family or to a revocable trust for estate planning purposes, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer; (b) any Transfer occurring by operation of law upon the death or mental incapacity of a Member who is an individual; (c) any Transfer to a corporation, partnership or limited liability company which is wholly owned and controlled (through voting rights) by such Member, but only if and for so long as such Transferring Member retains the exclusive right to vote such Company Interest following such Transfer, it being acknowledged and agreed that any failure by such Transferring Member to retain the exclusive right to vote or to retain 100% ownership and control of such Company Interest shall then immediately and automatically be deemed to be a Transfer that is not an Excluded Affiliate Transfer; and (d) any Transfer of a Company Interest by a Member which is a trust to the principal beneficiary of that trust; provided that, in the case of any Transfer described in clauses (a)-(d) above, such Transferee agrees to be bound by the terms of this Agreement and evidences same by executing a copy of this Agreement and such other documents as the Company may reasonably request promptly upon receiving the assignment of such Company Interest.