Permitted Transferree definition

Permitted Transferree means any Transferee of a Participant permitted under this Agreement or the Plan.
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Permitted Transferree means, as to any Holder: (a) if such Holder is not a natural person, any Affiliate of such Holder, and (b) if such Holder is a natural person, (i) any Immediate Family Member of such Holder; (ii) any trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Holder or an Immediate Family Member of such Holder; and (iii) upon such Holder’s death, the executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; provided, that in connection with any transfer of Registrable Securities to a Permitted Transferee as described in each of clauses (i) through (iii), such Holder must maintain voting rights with respect to the Registrable Securities so transferred.
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Examples of Permitted Transferree in a sentence

  • An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner except by testamentary devise or by the laws of descent or distribution or, in those circumstances expressly permitted by the Committee, to a Permitted Transferree.

  • Each Investor, each Founder and each Permitted Transferree is referred to hereinafter as a "Shareholder" and are collectively referred to as "Shareholders".

  • Each of the Covenantors agrees that SCL shall be entitled to assign the benefit of the Warranties and any covenants and undertakings herein and any cause of action in connection therewith and all or part of its rights or transfer all or part of its obligations under this Agreement to any Permitted Transferree holding shares in MAT for the time being.

  • NumberCo's right to require an amalgamation shall be subject to (i) NumberCo (and its Permitted Transferee, if applicable) having no assets or liabilities at the time of the amalgamation, other than an interest in Shares and such other assets and liabilities contemplated in this Agreement or consented to by the other Shareholders; and (ii) there being no material detriment to ATG (or its Permitted Transferree, if any) as a result of such amalgamation.

  • If the Offerees elect to purchase Stockholder Shares hereunder, the Transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Mettis or its Permitted Transferree, but in any event within 15 days after the expiration of the Offer Period.

  • The restrictions on the transfer of Mostafa Stock set forth in this Section 8.1 shall continue with respect to each share of the Mostafa Stock until the date on which such Mostafa Stock has been transferred in a transaction permitted by this Section (except in a transfer involving a Permitted Transferree); provided that in any event the restrictions on transfer set forth in this Section 8.1(b) will terminate on the consummation of a Triggering Event.

  • No assignment of this Lease (other than to a Permitted Transferree) and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify this Lease so as to reduce the rent, change the Term or otherwise materially change the rights of Landlord under this Lease or to relieve Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by Landlord’s mortgagees of record, if any.

  • For this purpose, a "Permitted Transferree" means any member of the Immediate Family of the Recipient, any trust of which all of the primary beneficiaries are the Recipient or members of his or her Immediate Family or any partnership of which all of the partners or members are the Recipient or members of his or her Immediate Family.

  • This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that this Agreement is not transferable or assignable by any Investor of such Investor except to a Permitted Transferree (as defined in the Shareholders Agreement).

  • Provided that after the Commencement Date the Tenant or Permitted Transferree, as defined in Section 10.17(iv), is in occupancy of at least 35,000 rentable square feet of office space and has not been in material default, then after December 7, 1998 and throughout the Term, the Tenant shall have an on-going Right of First Refusal (ROFR) to lease additional space on the balance of the ground floor of the Building.

Related to Permitted Transferree

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

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

  • 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.

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

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

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

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

  • 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 Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • 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.

  • 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.

  • 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.

  • excepted transfer means, in relation to any shares held by a member:

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Permitted Holders means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

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

  • Exempt Transfer means, in relation to shares held by a member:

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

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

  • Authorized Transferee means a Qualified Trust of Xxxxx X. Xxxxxx or of any member of a Family Group that (a) would be a Permitted Transferee of the Partner engaging in a Transfer of Partnership Interests under the Certificate of Incorporation of each Company in which the Partnership owns Class B Shares, if such Partner were Transferring Class B Shares instead of Partnership Interests; (b) is eligible to be a Partner of the Partnership without causing any Class B Shares then held by the Partnership to be converted into Class A Shares pursuant to the applicable Certificate of Incorporation; and (c) is a Participating Stockholder of each Company whose Class B Shares are owned by the Partnership, but only if such Qualified Trust (i) is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust or (ii) prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 hereto. In particular, a Qualified Trust may not necessarily qualify under clauses (a) and (b) above. Therefore, care must be given to ensure that, for purposes of determining whether a Qualified Trust is an Authorized Transferee, such Qualified Trust qualifies under clauses (a) and (b) above. In addition, an “Authorized Transferee” of a General Partnership Interest also includes a “Qualified Entity” (defined in Section 1.18 below).

  • 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,

  • Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)