Permitted Transfer

Permitted Transfer. Means any conveyance, sale, lease, transfer, license or disposition (each a "TRANSFER") by Chargor of: (i) inventory or upgrade or exchange of machinery, in either case, in the ordinary course of business and for usual and ordinary prices; 3 (ii) any assets in the ordinary course of business which are replaced by substitute assets acquired or leased; or ... (iii) licenses and similar arrangements for the use of the property of Chargor in the ordinary course of business; or (iv) any assets for fair market value, provided -------- that immediately after giving effect to each such Transfer, the fair market value (with respect to each such asset, determined on or about the date of the Transfer thereof) of all assets subject to Transfer pursuant to this clause (iv) would not exceed $350,000; or (v) with prior written consent of the Secured Parties, not to be unreasonably withheld. View More

Permitted Transfer. : (i) any sale, lease, transfer or other disposition by the Company or any Subsidiary of any inventory, used, obsolete or surplus equipment or other property, in the ordinary course of business; (ii) licenses and similar arrangements for the use of the property of the Company in the ordinary course of business which would not impair rights of the Secured Parties under this Agreement to ... foreclose and sell Collateral following a Default; (iii) any sale of any Collateral for fair market value, provided that, without the prior written consent of the Secured Parties comprising Majority-in-Interest, the aggregate value of all Collateral sold after the date hereof pursuant to this clause (iii) shall not exceed $500,000; or (iv) and any transaction expressly permitted by Section 5.10 of the Purchase Agreement. View More

Permitted Transfer. Shall mean (i) a sale, assignment, pledge or transfer of the interest of Mode 1 in all or any part of the Registrable Securities to any third party, (ii) a Transfer by Mode 1 to a subsidiary, limited partnership or limited liability company, which subsidiary, limited partnership or limited liability company is controlled by Mode 1; PROVIDED, HOWEVER, that each Transferee shall, prior to the Transfer of Registrable Securities to such Transferee, execute and deliver to Neon a valid and binding... agreement in the form attached hereto as EXHIBIT A. View More

Permitted Transfer. Means, in the case of a given Stockholder, a transfer to a Permitted Transferee of such Stockholder.

Permitted Transfer. (i) a Transfer by will or under laws of descent and distribution; or (ii) a Transfer by a holder of the Shares or AM (the "Transferor") to his ancestors, descendants, siblings or spouse, or to a trust, partnership, limited liability company, custodianship or other fiduciary account for the benefit of the Transferor and/or such ancestors, descendants or spouse, including any Transfer in the form of a distribution from any such trust, 4 partnership,... limited liability company, custodianship or other fiduciary account to any of the foregoing permitted beneficial owners or beneficiaries thereof. View More

Permitted Transfer. And (vi) within ninety (90) days of the date of the Stockholders Agreement, a Transfer of Shares by any Stockholder to any of the Berkshire Stockholders and/or the WP Stockholders, with the consent of the Berkshire Stockholders and the WP Stockholders.

Permitted Transfer. A Transfer made: (A) in the case of a Holder that is an individual, (1) by gift to one of such Holder's Family Members, (2) to an estate planning vehicle or trust, in either case the beneficiary of which is one or more of such Holder's Family Members, (3) to a charitable organization, (4) by virtue of Laws of descent and distribution upon the death of such Holder or (5) pursuant to a qualified domestic relations order; (B) in the case of a Holder that is an entity, (1) by distributions from... such Holder to its members, partners or stockholders, (2) by virtue of applicable Law or such Holder's organizational documents upon liquidation or dissolution of such Holder or (3) to any employees, officers, directors or members of such Holder or any of its Affiliates or (C) to any Affiliate of Holder. 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 settlor; (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 (through an intermediary if applicable) or from a nominee to another nominee for the same beneficial owner, to the extent allowable by DTC; (f) a transfer from a participant's account in a tax-qualified employee benefit plan to the participant or to such participant's account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; (g) to Parent or its Affiliates for any or no consideration; or (h) as provided in Section 2.6. View More

Permitted Transfer. Shall mean, in each case, with respect to each Stockholder, any Transfer of Subject Securities by such Stockholder (a) to another Stockholder or any other equityholder of the Company, (b) if such Stockholder is a natural person (i) to any member of such Stockholder's immediate family, (ii) to a trust whose sole beneficiaries are such Stockholder and/or members of such Stockholder's immediate family, or (iii) upon the death of such Stockholder, (c) to an Affiliate of such Stockholder, or (d)... following the Company Shareholder Approvals (in the case of a Transfer pursuant to any of the foregoing clauses (a) through (d), the transferee is a "Permitted Transferee"); provided, that (x) such Transfer is in accordance with applicable Law, (y) such transferring Stockholder is, and at all times has been, in compliance with this Agreement in all material respects, and (z) in the case of Permitted Transfers contemplated by clauses (a) through (c), if such Permitted Transferee is not a Stockholder, such Permitted Transferee, in connection with, and prior to, such Transfer, executes a joinder to this Agreement in form and substance reasonably acceptable to SPAC, to become a party to this Agreement and be subject to the restrictions and obligations applicable to such transferring Stockholder and otherwise become a party for all purposes of this Agreement; provided that, notwithstanding the foregoing, no such Transfer shall relieve the transferring Stockholder from his, her or its obligations under this Agreement. View More

Permitted Transfer. Shall mean, in each case, with respect to the Sponsor, any Transfer of Subject Securities by the Sponsor (a) to any equityholder of the Sponsor, (b) to an Affiliate of the Sponsor, or (c) following the Required SPAC Shareholder Approval (in the case of a Transfer pursuant to any of the foregoing clauses (a) through (c), the transferee is a "Permitted Transferee"); provided, that (x) such Transfer is in accordance with applicable Law, (y) the Sponsor is, and at all times has been, in compliance... with this Agreement in all material respects, and (z) in the case of Permitted Transfers contemplated by clauses (a) and (b), such Permitted Transferee, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to SPAC and the Company, to become a party to this Agreement and be subject to the restrictions and obligations applicable to the Sponsor and otherwise become a party for all purposes of this Agreement; provided that, notwithstanding the foregoing, no such Transfer shall relieve the Sponsor from its obligations under this Agreement. View More