Exempt Transfer

Exempt Transfer. - The following transactions shall constitute "Exempt Transfers" for the purpose of Section 4: (i) a Transfer of Stock by an Investor to Cinemark or (ii) a Transfer of Stock by an Investor to another Investor, Rovato Financial Ltd., B.V.I., Edgar Gleich, Moises Pinsky, Riccardo Arduini, Eduardo Alalou or Roberto Luiz Leme Klabin, or a company owned and controlled by Edgar Gleich, Moises Pinsky, Riccardo Arduini, Eduardo Alalou or Roberto Luiz Leme Klabin or (iii) a Transfer of Stock by an... Investor to The Latin American Enterprise Fund L.P. ("LAEF") or The Latin American Enterprise Fund II L.P. ("LAEF II") or to the original shareholders of LAEF or LAEF II or to any person or entity appointed by such shareholders, which is an Affiliate of such shareholders, upon the expiration of the term of LAEF or LAEF II, in accordance with their respective Bylaws. View More

Exempt Transfer. Means a transfer of shares of Class B Common Stock that does not result in the automatic conversion of such shares of Class B Common Stock into shares of Class A Common Stock pursuant to the terms of the Company's Second Amended and Restated Articles of Incorporation; provided, however, that no such transfer shall constitute an "Exempt Transfer" unless (a) the transferee agrees in writing to be bound by this Agreement as if such transferee were a Shareholder hereunder and (b) the transfer is a... transaction that is exempt from the registration and qualification requirements of federal and state securities laws and, if reasonably requested, the Company receives an opinion of counsel reasonably acceptable to the Company that such transfer is made in compliance with applicable federal and state securities laws. View More

Exempt Transfer. Means (i) transfers by any BRS Investor to its Related Parties; (ii) transfers by any BRS Investor's Related Parties to such BRS Investor; (iii) transfers subsequent to the H&E Holdings Merger by BRS Investors of any shares of Common Stock not to exceed, in the aggregate, 10% of the number of shares of Common Stock owned by them as immediately following the H&E Holdings Merger; (iv) distributions by a BRS Investor to its constituent partners or members proportionate to their interest in the BRS... Investor; and (v) transfers by any BRS Investor or any of its Related Parties in a Public Sale; provided, however, that no such transfer (except as set forth in clause (v) above) shall be an Exempt Transfer unless the transferee agrees in writing to be bound by this Agreement as if such transferee were a BRS Investor with respect to such transferred units or shares, as applicable, by executing a joinder agreement in the form of Exhibit A hereto. View More

Exempt Transfer. Means any Transfer pursuant to a Public Sale.

Exempt Transfer. Has the meaning set forth in paragraph 3(b).

Exempt Transfer. Means, (a) a Transfer by a Bain Holder or a CCMPA Holder to any of such holder's Affiliates (other than a Transfer pursuant to clause (c) of this definition), (b) a Transfer by a Bain Holder in a Public Sale, (c) after a Public Offering, a Transfer by a Bain Holder or a CCMPA Holder to its partners or members in the form of dividends or distributions (whether upon liquidation or otherwise) and any subsequent sales by such partners or members, and (d) a Transfer by a CCMPA Holder to any Person... with the prior written approval of Bain; provided that in the case of clauses (a) and (d) above, the transferee thereof shall have agreed, prior to such Transfer, to be bound by the provisions of this Agreement with respect to the transferred Securities by executing and delivering to the Company a counterpart of this Agreement. View More

Exempt Transfer. (i) Transfers of Shares pursuant to a Qualified IPO; (ii) Transfers pursuant to a Rule 144 Open Market Transaction, (iii) Transfers directly to, or for the benefit of a Holder's spouse or children, or to trusts, partnerships or any other entity for the benefit of such Person or Person's family primarily for estate planning purposes; (iv) Transfers by a Holder to his heirs, executors, personal representatives or other assigns as a result of his death and Transfers by a Holder to the heirs,... executors, personal representatives or other assignors of an Affiliate of such Holder as a result of the death of such Affiliates; (v) Transfers without consideration by a Holder to his or its Affiliates (including with respect to Holders which are partnerships, Transfer to their partners); and (vi) Transfers by a Major Common Holder through bona fide gifts of up to an aggregate maximum of five percent (5%) of all Shares held by such Major Common Holder on the Effective Date; provided, however, that (x) Major Common Holders shall only be permitted to Transfer Shares which are fully vested and/or no longer subject to any repurchase right in favor of the Company and (y) any such Transfer shall not be to any entity deemed in good faith by the Board to be a competitor, or Affiliate of a competitor, of the Company. In addition, any Transferee pursuant to (iii), (iv), (v) and (vi) above, prior to the effectiveness of any Transfer, must first agree to be bound by Sections 6, 7, 8 and 10 of this Agreement. View More

Exempt Transfer. Any Transfer of Covered Shares to (i) any member of the Fairfax Group provided that the Stockholder continues to beneficially own the Covered Shares to the same extent or (ii) pursuant to the AVLN Transfer (as further described in the Beneficial Ownership Disclosure) to any member of the Fairfax Group.