Permissible Transferees definition

Permissible Transferees means in the case of BRS or any BRS Investor, (A) any Affiliate of BRS, (B) any managing director, general partner, limited partner (but, in the case of any limited partner, only to the extent that such limited partner receives its shares of equity in Holdings through a pro rata in-kind distribution from the existing fund through which such limited partner’s investment in Holdings is held), director, officer or employee of BRS or any Affiliate thereof (collectively, “BRS Associates”), and his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants or (C) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any BRS Associate and (D) any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only a BRS Associate, his or her spouse, parents, siblings, or direct lineal descendants.
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Permissible Transferees means (i) in the case of BRS or any BRS Investor, (A) any Affiliate of BRS (other than any corporation or other Person (except for any corporation or other Person engaged in a business similar, complementary or related to the nature or type of the business of the Borrower and its Subsidiaries) controlled by, or any investment fund managed by, BRS), (B) any managing director, general partner, limited partner, director, officer or employee of BRS or any Affiliate thereof (collectively, "BRS Associates"), (C) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any BRS Associate and (D) any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only a BRS Associate, his or her spouse, parents, siblings, or direct lineal descendants, and (ii) in the case of any Management Investor, (A) his or her executor, administrator, testamentary trustee, legatee or beneficiaries, (B) his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants or (C) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only the Management Investor, as the case may be, and his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants.
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Permissible Transferees means (i) in the case of BRS or any BRS Investor, (A) any Affiliate of BRS, (B) any managing director, general partner, limited partner (but, in the case of any limited partner, only to the extent that such limited partner receives its shares of equity in the Borrower through a pro rata in-kind distribution from the existing fund through which such limited partner's investment in the Borrower is held), director, officer or employee of BRS or any Affiliate thereof (collectively, "BRS Associates"), and his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants or (C) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any BRS Associate and (D) any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only a BRS Associate, his or her spouse, parents, siblings, or direct lineal descendants, and (ii) in the case of any Management Investor, (A) his or her executor, administrator, testamentary trustee, legatee or beneficiaries, (B) his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants or (C) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only the Management Investor, as the case may be, and his or her spouse, parents, siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants.
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Examples of Permissible Transferees in a sentence

  • Also, the Committee may allow you to transfer your Performance Shares to certain Permissible Transferees, including a trust established for your benefit or the benefit of your family.

  • Notwithstanding the foregoing, the Committee may, from time to time, in its sole discretion designate additional individuals, persons or classes as Permissible Transferees.

  • Notwithstanding the foregoing, the Committee may, from time to time, in its sole discretion designate additional individuals, persons or classes as Permissible Transferees, and permit other transfers as the Committee determines to be appropriate.

  • Also, the Committee may allow you to transfer your Restricted Stock Units to certain Permissible Transferees, including a trust established for your benefit or the benefit of your family.

  • Permissible Transferees are limited to the following persons or entities: (i) one or more members of the participant's family; (ii) one or more trusts for the benefit of the participant and/or one or more members of the participant's family; or (iii) one or more partnerships (general or limited), corporations, limited liability companies or other entities in which the aggregate interests of the participant and members of the participant's family exceed 80% of all interests in such entity.

  • Also, the Committee may allow you to transfer your Performance Units to certain Permissible Transferees, including a trust established for your benefit or the benefit of your family.

  • Also, with the Committee’s consent, you may be allowed to transfer your Restricted Stock to certain Permissible Transferees (as defined in the Plan).

  • No transfer of an Option by an Outside Director to a Permissible Transferee shall relieve the Outside Director of his or her withholding obligations under Section 7.3. Except for transfers to Permissible Transferees, an Outside Director may not transfer, assign or pledge an Option (whether by operation of law or otherwise) except as provided by will or applicable intestacy laws; and no Option shall be subject to execution, attachment or similar process.

  • Also, with the Committee’s consent, you may be allowed to transfer your Award to certain Permissible Transferees (as defined in the Plan).

  • Permissible Transferees shall mean Family Members, any stockholder of the Company, or any employee of the Company.


More Definitions of Permissible Transferees

Permissible Transferees shall include: (i) Ann Xxxxxxx Xxxxxxx; (xi) descendants of Ann Xxxxxxx Xxxxxxx, (xii) corporations, partnerships, limited liability companies and charitable organizations controlled (as defined below) by the persons described in clauses (i) and (ii) hereof; (iv) any trust which meets both the "Control Test" and the "Beneficial Ownership Test"; and (v) the estate of any person to the extent the Shares held by such person are distributable pursuant to the terms of such person's will or through intestate distribution, as the case may be, to a person described in clauses (i) through (iv) hereof. The "Control Test" shall be considered met by any trust if a majority of the trustees of such trust are described in clauses (i), (ii) and (iii) hereof. The "Beneficial Ownership Test" shall be considered met by any trust if such trust (A) is for the exclusive benefit of Ann Xxxxxxx Xxxxxxx, xxe or more charitable organizations controlled by the persons described in clauses (i) and (ii) hereof or one or more descendants of Ann Xxxxxxx 2 Gaitxxx xx (B) is a trust that meets the requirements of Section 2056(b) (7) of the Internal Revenue Code of 1986 as amended which is for the lifetime benefit of Ann Xxxxxxx Xxxxxxx'x xxxuse or one or more of the persons described in clauses (i) through (iv) hereof. For purposes of clause (iii) hereof, an organization shall be deemed to be controlled if (but only if) persons described in clauses (i) through (iii) hereof (A) constitute a majority of the members of the board of directors, if such organization is a charitable foundation, (B) constitute a majority of the members of the board of directors and own more than 50% by value of the outstanding shares, if such organization is a corporation (other than a charitable foundation), (C) represent a majority of the general partnership interests and own more than 50% by value of the general and limited partnership interests, if such organization is a partnership, or (D) constitute a majority of the trustees, if such organization is a charitable trust.
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Related to Permissible Transferees

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Permitted Assignees means: (a) Agent, any Lender or any of their direct or indirect Affiliates; and (b) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Transferees as defined in subsection 10.5(g).

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Qualified Investors means investors who are professional clients (client professionnel/professionele cliënt) or eligible counterparty (contrepartie éligible/in aanmerking komende tegenpartij) as defined in the Belgian Prospectus Law of 16 June 2006 (as amended from time to time). The Qualified Investors may bear a lower Entry Fee (as defined under item 77 of Part A) depending on (i) the evolution of the credit quality of the Issuer (credit spread), (ii) the evolution of interest rates, (iii) the success (or lack of success) of the placement of the Notes, and (iv) the amount of Notes purchased by an investor, each as determined by each relevant distributor (including BNP Paribas Fortis SA/NV) in its sole discretion. Conditions to which the offer is subject: The Offer of the Notes is conditional on its issue.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Assigns means a Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Transferee’s Principals means collectively, (A) Transferee’s managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which directly or indirectly shall own a fifty-one percent (51%) or greater economic and voting interest in Transferee.

  • Qualified Investor means an investor who has been certified by the commissioner under subdivision 3.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Qualified Assignee means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from Xxxxx'x at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee and no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Ordinary Course Transferees (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

  • Permitted Assign means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.