Exempt Employee Transfer has the meaning set forth for such term in the Securityholders Agreement.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3, (b) pursuant to a Sale of the Company under Section 4.1 or other transaction approved under Section 2.2, (c) to the Company pursuant to a Call Option under a Management Unit Subscription Agreement, (d) pursuant to an exercise of incidental registration rights pursuant to Section 5.2, (e) upon the death of the holder pursuant to the applicable laws of descent and distribution, (f) solely to or among such Employee’s Family Group, (g) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split), or (h) to Vestar in connection with any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3(b), (b) pursuant to a Sale of the Company under Section 4.1, (c) to the Company pursuant to a call option or put option (if any) under any Management Subscription Agreement or otherwise, (d) pursuant to an exercise of registration rights pursuant to Article V, (e) upon the death of the holder pursuant to the applicable laws of descent and distribution, (f) solely to or among such Employee’s Family Group, (g) to the Company incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split), (h) to Vestar or (i) in connection with any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company.
Examples of Exempt Employee Transfer in a sentence
The Board of Managers shall have the right, subject to Section 7.3, to admit as a Substituted Member or an Additional Member any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that the Board of Managers shall admit as a Substituted Member, subject to Section 7.4(b), any Transferee who acquires an interest in the Company pursuant to an Exempt Employee Transfer, an Exempt TCW Transfer, an Exempt NYLIM Transfer or an Exempt Individual Transfer.
No holder of Employee Securities may Transfer any Employee Securities except in an Exempt Employee Transfer.
The term "Permitted Transferee" means any transferee of Units pursuant to clauses (f) or (g) of the definition of "Exempt Employee Transfer" as defined in the Securityholders Agreement.
The term "Permitted Transferee" means any ---- -------------------- -------------------- transferee of Units pursuant to clauses (f) or (g) of the definition of "Exempt Employee Transfer" as defined in the Securityholders Agreement.
The Management Committee shall have the right, subject to Section 7.3, to admit as a Substituted Member or an Additional Member any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that the Management Committee shall admit as a Substituted Member, subject to Section 7.4(b), any Transferee who acquires an interest in the Company pursuant to an Exempt Employee Transfer or an Exempt Individual Transfer.
More Definitions of Exempt Employee Transfer
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to a Change of Control under Section 3.1 or other transaction approved under Section 2.2, (b) to the Company pursuant to a call option under an option agreement or subscription agreement, (c) upon the death of the holder pursuant to the applicable laws of descent and distribution, (d) if expressly permitted by an Employee’s option agreement or subscription agreement, (e) solely to or among such Employee’s Family Group, (f) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or (g) to Blackstone or any of its Affiliates.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2, (b) pursuant to a Sale of the Company under Section 4.1 or other transaction approved under Section 2.2, (c) to the Company pursuant to a Call Option under a Management Subscription Agreement, (d) to the Company pursuant to an exercise of a Put Option under a Management Subscription Agreement, (e) pursuant to a Public Sale, (f) upon the death of the holder pursuant to the applicable laws of descent and distribution, (g) solely to or among such Employee's Family Group, or (h) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3, (b) pursuant to a Sale of the Company under Section 4.1 or other transaction approved under Section 2.2, (c) to the Company pursuant to a Call Option under a Management Subscription Agreement, (d) to the Company pursuant to an exercise of a Put Option under a Management Subscription Agreement, (e) pursuant to an exercise of incidental registration rights pursuant to Section 5.2, (f) upon the death of the holder pursuant to the applicable laws of descent and distribution, (g) solely to or among such Employee’s Family Group, (h) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or (i) by an Employee in a Rule 144 Sale; provided that the aggregate percentage of Employee Securities Transferred by an Employee in one or more Rule 144 Sales at any time shall not exceed the aggregate percentage of Vestar Securities Transferred in one or more Rule 144 Sales at such time.
Exempt Employee Transfer as defined in the Securityholders Agreement.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to a Sale of the Company under Section 5.1 or other transaction approved under Section 2.2, (b) to Holdings pursuant to the call option under Section 7.3, (c) to Holdings pursuant to an exercise of the put option under Section 7.2, (d) pursuant to a Public Sale, (e) upon the death of the holder pursuant to the applicable laws of descent and distribution, (f) to or among such Employee's Family Group or (h) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, Holdings.
Exempt Employee Transfer means a Transfer of Vested Shares (i) in connection with a Change of Control transaction, (ii) upon the death of the holder pursuant to the applicable laws of descent and distribution, (iii) if expressly permitted by Section 7(a) herein or (iv) to the Company or any of its Affiliates.
Exempt Employee Transfer means a Transfer of Employee Securities (a) pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3, (b) pursuant to a Change of Control under Section 4.1 or other transaction approved under Section 2.2, (c) to the Company pursuant to a Call Option under a Management Subscription Agreement, (d) to the Company pursuant to an exercise of a Put Option under a Management Subscription Agreement, (e) pursuant to an exercise of incidental registration rights pursuant to Section 5.2, (f) upon the death of the holder pursuant to the applicable laws of descent and distribution, (g) if expressly permitted by an Employee’s Management Subscription Agreement, solely to or among such Employee’s Family Group, (h) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or (i) to Blackstone or any of its Affiliates.