Permitted Transfer
Example Definitions of "Permitted Transfer"
Permitted Transfer. Shall mean, in each case, so long as such Transfer is in accordance with applicable Law and the Stockholder is and at all times has been in compliance with this Agreement, any Transfer to any Person, so long as such Person, in connection with such Transfer, executes a joinder to this Agreement pursuant to which such Person agrees to become a party to this Agreement and be subject to the restrictions applicable to the Stockholder and otherwise become a party for all purposes of this Agreement;
... provided, that no such Transfer shall relieve the transferring Stockholder from its obligations under this Agreement with respect to the portion of the Company Common Stock that the Stockholder continues to beneficially own after such Transfer.
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Permitted Transfer. Shall mean, in each case,
with respect to the Stockholder, so long as
(i) such Transfer is in accordance with applicable Law and
(ii) the Stockholder is and at all times has been in compliance with this Agreement, any Transfer
of Subject Securities by the Stockholder to any
Person, Person so long as such Person, in connection with such Transfer, executes a joinder to this Agreement pursuant to which such Person agrees to become a party to this Agreement and be subject to the restrictions
... applicable to the Stockholder and otherwise become a party for all purposes of this Agreement; Agreement (including, without limitation, the grant of proxies pursuant to Section 4 hereof); provided, that no such Transfer shall relieve the transferring Stockholder from its obligations under this Agreement Agreement, other than with respect to the portion of Parent Stock transferred in accordance with the Company Common Stock that the Stockholder continues to beneficially own after such Transfer. foregoing provision.
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Permitted Transfer. Shall mean, in each case,
with respect to the Stockholder, so long as
(i) such Transfer is in accordance with applicable Law and
(ii) the Stockholder is and at all times has been in compliance with this Agreement, any Transfer
of Subject Securities by the Stockholder to
any Person, an Affiliate of the Stockholder, so long as such
Person, Affiliate, in connection with such Transfer, executes a joinder to this Agreement pursuant to which such
Person Affiliate agrees to become a party to this
... Agreement and be subject to the restrictions applicable to the Stockholder and otherwise become a party for all purposes of this Agreement; provided, that no such Transfer shall relieve the transferring Stockholder from its obligations under this Agreement Agreement, other than with respect to the portion of Parent Stock transferred in accordance with the Company Common Stock that the Stockholder continues to beneficially own after such Transfer. foregoing provision.
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Permitted Transfer. Means a transfer of CVRs (a) upon death of a Holder by will or intestacy; (b) by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (c) pursuant to a court order; (d) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (e) in the case of CVRs
... held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, as allowable by DTC; or (f) as provided in Section 2.10.
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Permitted Transfer.
Means a A transfer of CVRs (a) upon death of a Holder by will or intestacy; (b) by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (c) pursuant to a court order; (d) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (e) in the case of CVRs
... held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, as allowable by DTC; (f) if the Holder is a partnership or (f) limited liability company, a distribution by the transferring partnership or limited liability company to its partners or members, as applicable; or (g) as provided in Section 2.10. 2.8.
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Permitted Transfer.
Means a A transfer of CVRs (a) upon death of a Holder by will or intestacy; (b)
by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (c) pursuant to a court order;
(d) (c) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity;
(e) or (d) in the
... case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, as allowable by DTC; or (f) as provided in Section 2.10. the Depositary Trust Company.
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Permitted Transfer. (a) with respect to the rights and obligations of LLC under this Agreement, (i) the grant of a security interest by LLC in this Agreement and all rights and obligations of LLC hereunder to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Documents, (ii) the assignment or other transfer of such rights and obligations to the Administrative Agent (on behalf of the Secured Parties) or other third party upon the exercise of remedies in accordance with the LLC
... Credit Agreement and the Security Documents and (iii) in the event that the Administrative Agent is the initial assignee or transferee under the preceding clause (ii), the subsequent assignment or other transfer of such rights and obligations by the Administrative Agent on behalf of the Secured Parties to a third party, or (b) in the event that LLC becomes a debtor in a case under the Bankruptcy Code, the assumption and/or assignment by LLC of this Agreement under section 365 of the Bankruptcy Code, notwithstanding the provisions of section 365(c) thereof.
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Permitted Transfer. (a)
by operation of law or otherwise, the direct or indirect change in control, merger, consolidation or acquisition of all or substantially all of the assets of a Party, or the assignment of this Agreement by an Exhibitor or DCIP to an Affiliate (for purposes of this Section 1.14, as defined in the Exhibitor Services Agreement), (b) with respect to the rights and obligations of
LLC Company under this Agreement, (i) the grant of a security interest by
LLC Company in this Agreement and all
... rights and obligations of LLC Company hereunder to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Documents, (ii) the assignment or other transfer of such rights and obligations to the Administrative Agent (on behalf of the Secured Parties) or other third party upon the exercise of remedies in accordance with the LLC Company Credit Agreement and the Security Documents and (iii) in the event that the Administrative Agent is the initial assignee or transferee under the preceding clause (ii), the subsequent assignment or other transfer of such rights and obligations by the Administrative Agent on behalf of the Secured Parties to a third party, or (b) (c) in the event that LLC Company becomes a debtor in a case under the Bankruptcy Code, the assumption and/or assignment by LLC Company of this Agreement under section 365 of the Bankruptcy Code, notwithstanding the provisions of section 365(c) thereof.
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Permitted Transfer. Shall mean, in each case, with respect to each Company Stockholder, so long as (a) such Transfer is in accordance with applicable Law and such Company Stockholder is, and at all times has been, in compliance with this Agreement and (b) (i) prior to such Company Stockholder delivering the written consent pursuant to Section 3.1(a) below, any Transfer of Subject Securities by the Company Stockholder to another Company Stockholder or to an Affiliate of such Company Stockholder, so long as such
... Affiliate, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to Parent, pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such Company Stockholder and otherwise become a party for all purposes of this Agreement or (ii) after such Company Stockholder has delivered the written consent pursuant to Section 3.1(a) below, any Transfer of Subject Securities by the Company Stockholder to another Person, so long as such Person, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to Parent, pursuant to which such Person agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such Company Stockholder and otherwise become a party for all purposes of this Agreement; provided that no such Transfer shall relieve the transferring Company Stockholder from its obligations under this Agreement if less than all of such Company Stockholder's Common Stock is transferred, other than with respect to the Company Common Stock transferred in accordance with the foregoing provision.
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Permitted Transfer. Shall mean, in each case, with respect to each Company Stockholder, so long as (a) such Transfer is in accordance with applicable Law and
(b) such Company Stockholder is, and at all times has been, in compliance with this
Agreement and (b) (i) prior to such Company Stockholder delivering the written consent pursuant to Section 3.1(a) below, Agreement, any Transfer of Subject Securities by the Company Stockholder to another Company Stockholder or to an Affiliate of such Company Stockholder, so
... long as such Affiliate, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to Parent, pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such Company Stockholder and otherwise become a party for all purposes of this Agreement or (ii) after such Company Stockholder has delivered the written consent pursuant to Section 3.1(a) below, any Transfer of Subject Securities by the Company Stockholder to another Person, so long as such Person, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to Parent, pursuant to which such Person agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such Company Stockholder and otherwise become a party for all purposes of this Agreement; provided that no such Transfer shall relieve the transferring Company Stockholder from its obligations under this Agreement if less than all of such Company Stockholder's Common Stock is transferred, Agreement, other than with respect to the Company Common Stock transferred in accordance with the foregoing provision. provision; provided, further, that Holdings LLC may distribute Subject Securities on the Distribution Date as required by Section 4.3 of the Holdings LLC Agreement to its members without the requirement that any members who are not Company Stockholders or Named Executive Officers (or any of their respective family members or spouses) or any Affiliate of the foregoing execute a joinder to this Agreement.
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Permitted Transfer. Means (a) any Transfer to Hub Canada, Hub U.S. or any Hub Affiliate, (b) any Transfer by Hub Canada, Hub U.S. or any Hub Affiliate for the purpose of providing security or collateral for, avoiding any default with respect to, or obtaining, incurring or maintaining any present or future indebtedness of Hub Canada, Hub U.S. or any Hub Affiliate, (c) any Transfer resulting from the repayment, foreclosure or other settlement of any present or future indebtedness of Hub Canada,
... Hub U.S. or any Hub Affiliate or (d) any Transfer resulting from or attributable to a Change-in-Control Event.
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Permitted Transfer. (a) in the case of any Shareholder that is an individual, a transfer of any or all of the shares of Company Securities owned by such Shareholder to his spouse or children, or to trusts established for the benefit of his spouse or children, provided that the transferee grants to the transferor an irrevocable proxy coupled with an interest to vote all of the shares of Company Securities so transferred and agrees to be bound by all of the provisions of this Agreement, including, without
... limitation, Paragraph 2B of this Agreement; (b) in the case of any Shareholder that is a partnership, limited liability company, corporation, trust or other entity other than an individual, a transfer of any or all of the shares of Company Securities owned by such Shareholder (i) to its Affiliates, (ii) to its general or limited partners, members, shareholders or beneficiaries, or (iii) to an entity owned by or organized for the benefit of the general or limited partners, members, shareholders, officers, directors, 17 employees, Affiliates or beneficiaries of such Shareholder, as applicable; provided that, in each case, the transferee agrees to be bound by all of the provisions of this Agreement, including, without limitation, Paragraph 2B of this Agreement, to the same extent as the transferor was bound, and (c) in the case of any Shareholder, a pledge of any or all of the shares of Company Securities owned by such Shareholder to secure the repayment of any bona fide indebtedness owing by such Shareholder, the Company or any Subsidiary of the Company to a financial institution, provided that such Shareholder retains the power to vote the shares of Company Securities so pledged until such time as the pledgee shall have realized upon the pledge and that the provisions of this Agreement, including, without limitation, Part 2 of this Agreement, shall be applicable to the shares of Company Securities so pledged to the same extent applicable to the transferor.
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Permitted Transfer. Means (i) a gratuitous transfer of Purchased Shares, provided, and only if, Mr. Rodnyansky obtains the Company's prior written consent to such transfer or (ii) a transfer of title to Purchased Shares effected pursuant to Mr. Rodnyansky's will or the laws of intestate succession following his death.
Permitted Transfer. Means any Transfer of Appalachia Shallow Rights by EXCO (i) to a 100% Affiliate of EXCO and (ii) arising from, or otherwise related to, a bona fide pledge, mortgage or other collateral-based debt arrangement with a Third Party.
Permitted Transfer. Means a Transfer to any Price Corporation of all of the Shares held by any other Price Corporation pursuant to the liquidation of such other Price Corporation or a merger with such other Price Corporation. 2
Permitted Transfer. A Transfer to a Permitted Transferee.
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