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. View More
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. View More
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. View More
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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. View More
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. View More
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. View More
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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. 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 (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. View More
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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
Permitted Transfer. A Transfer by a Holder to (i) one of its Affiliates that remains an Affiliate of such Holder and who is beneficially owned only by Davison Group Members or (ii) the stockholder(s), member(s) or other equity owner(s of any Holder in connection with a dividend, split, distribution or reorganization pursuant to which all equity owners of such Holder receive a proportionate share of such dividend, split, distribution or other security; provided, however, that in the case of (i) and (ii) above, each... such Holder receiving securities in such Transfer becomes a party to, and assumes the obligations of a Holder, under this Agreement in a written form reasonably acceptable to the Partnership. View More
Permitted Transfer. Means a transfer of any Purchased Shares to (1) a Holder, (2) Affiliates of a Holder, (2) an Immediate Family Member of a Holder or (4) any trust established for the benefit of one or more Immediate Family Members of a Holder for estate planning purposes
Permitted Transfer. Shall mean a Transfer of Shares or Warrants by a Stockholder to any Affiliate of such Stockholder if the transferee of such Shares or Warrants evidences in writing reasonably satisfactory to Parent such transferee's agreement to be bound by and subject to the terms hereof to the same effect as such transferring Stockholder. Notwithstanding the foregoing, each of the Stockholders may from time to time Transfer among and between themselves any of the Shares or Warrants and each such Transfer... shall be deemed a Permitted Transfer. View More
Permitted Transfer. Any transfer effected by will or the laws of descent and distribution.
Permitted Transfer. Has the meaning set forth in the Stockholder Agreement.
Permitted Transfer. Means (1) a Transfer pursuant to and in accordance with Section 3; or (2) a Transfer at any time of all or any portion of a Stockholder's Shares to: (a) any Affiliate of such Stockholder; (b) if such Stockholder is an individual, any members of such Stockholder's Immediate Family; (c) if such Stockholder is a trust, the beneficiary or beneficiaries thereof; (d) if such Stockholder is an individual, the guardian or legal representative of a Stockholder as to whose estate a guardian or legal... representative is appointed and to the executor or administrator of the estate of a deceased Stockholder; or (e) another Stockholder; provided, however, that in each case such Transfer complies with Section 2(f) View More
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