Permitted Transfer

Permitted Transfer. Shall mean any transfer by a Participant of all or any portion of his or her Stock (i) to or for the benefit of any spouse, child or grandchild of the Participant, or (ii) to a trust or partnership for the benefit of any of the foregoing, including transfers by will or the laws of descent and distribution.

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. View More

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. View More

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. View More

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. View More

Permitted Transfer. A Transfer (as defined in Section 3.1(a)) by any Stockholder to (i) an Immediate Family Member of such Stockholder, (ii) a trust for the benefit of such Stockholder or one or more of such Stockholder's Immediate Family Members, (iii) an Affiliate of such Stockholder, (iv) another Stockholder or an Affiliate of another Stockholder or (v) Scott Rusczyk (collectively, "Permitted Transferees"); provided that such Permitted Transferee expressly agrees in writing to be bound by the terms and... conditions of this Agreement as a Stockholder. View More

Permitted Transfer. Means (i) any Transfer pursuant to Section 3 hereof; (ii) any Transfer pursuant to the Sale Participation Agreement; (iii) any Transfer (x) upon the death or disability of Stockholder to the Stockholder's Estate or (y) to the executors, administrators, testamentary trustees, legatees, immediate family members or beneficiaries of Stockholder; (iv) any Transfer made after the date hereof in compliance with the federal securities laws to a Stockholder's Trust, or (v) any other Transfer permitted... by the Board. View More

Permitted Transfer. With respect to a proposed transfer of this Note, any transfer to a "Permitted Transferee" as defined in paragraph 9 of the Letter Agreement

Permitted Transfer. Means a transfer by the Holder of no less than all such Holder's right, title and interest in this Convertible Debenture to any of the following: (i) any wholly-owned subsidiary or Affiliate of such Holder; (ii) any partnership of which such Holder or any Family Member or Affiliate of such Holder is a general partner and, together with such Holder's Family Members or Affiliates, holds in excess of fifty percent (50%) of the economic interest of the partnership; (iii) any Family Member of such... Holder; (iv) any trust of which there is, while the obligations of this Convertible Debenture remain outstanding, no beneficiary other than a person or entity described in subsections (i) through (iii) above; or (v) an executor or administrator of a Holder's estate upon his or her death or, in the event of a Holder that is a decedent's estate, any testamentary trusts created under the will of the decedent. View More

Permitted Transfer. Shall mean (a) a Transfer by a Covered Stockholder of Securities made (i) to the Company pursuant to this Agreement, (ii) by way of gratuitous donation to any trust exclusively for the benefit of such Covered Stockholder's spouse, direct descendants (including legally adopted children) or direct ascendants or (iii) if such Covered Stockholder is an individual, by way of bequest or inheritance upon the death of such Covered Stockholder to his or her executors, administrators, testamentary... trustees, legatees or beneficiaries; or (b) a Transfer by CDPQ of Securities to its Affiliates; provided that, in the event of any Transfer made pursuant to one of the exemptions provided by clauses (a)(ii), (a)(iii) or (b) above, the transferee, assignee or donee shall have become a party to this Agreement in the capacity of a Management Stockholder, a Non-Management Stockholder or CDPQ, as the case may be, and such Management Stockholder, Non-Management Stockholder or CDPQ, as the case may be, shall have furnished the Company with an executed copy of this Agreement. View More