Permitted Transfer

Permitted Transfer. Means, as authorized by this Plan and the Committee in an NQSO Option, any transfer effected by the Participant during the Participant's lifetime of an interest in such Option but only such transfers which are by gift or domestic relations order. A Permitted Transfer does not include any transfer for value and neither of the following are transfers for value: (a) a transfer of under a domestic B-15 16 relations order in settlement of marital property... rights or (b) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members or the Participant in exchange for an interest in that entity. View More

Permitted Transfer. Any sale, assignment, transfer, exchange or other disposition of any Pledged Securities by any Pledgor or any permitted successor or assign, whether in exchange for money or other property, gift, bequest or otherwise, permitted under the terms of this Pledge Agreement.

Permitted Transfer. Shall mean any transfer by a Participant of all or any portion of his or her shares of 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; provided, however, that, it shall be a condition of each such transfer, that (x) the transferee agrees to be bound by the terms of the Plan and the applicable Option Agreement as... though no such transfer had taken place, and that (y) the Participant has complied with all applicable law in connection with such transfer. View More

Permitted Transfer. Means any transfer of any or all of the Shares or the Anti-dilution Securities during the lifetime or on the death of the holder by will or intestacy to the Immediate Family of such holder a trust for the benefit of the Immediate Family of such holder.

Permitted Transfer. Means any Transfer (a) with respect to an Eligible Holder who is an individual, by gift to a member of the Immediate Family of the Eligible Holder or a trust (or estate planning entity) whose sole beneficiaries (or owners, as the case may be) are the Eligible Holder and/or members of the Immediate Family of the Eligible Holder; (b) with respect to an Eligible Holder that is a trust, to any beneficiary of the trust or any member of the Immediate Family of a beneficiary of the trust; (c) pursuant... to a pledge to secure indebtedness provided that the pledgee agrees in writing that the Securities subject to such Transfer shall be subject to the terms hereof; (d) upon the death of an Eligible Holder to such Eligible Holder's executors, administrators, testamentary trustees, legatees or beneficiaries; (e) by an Eligible Holder pursuant to the provisions of Sections 6, 8 or 9; (f) pursuant to a merger, consolidation, share exchange, scheme of arrangement or other similar transaction by the Company or pursuant to an agreement to which the Company is a party; and (g) by an Eligible Holder pursuant to a public offering registered under the Securities Act or pursuant to Rule 144 promulgated under the Securities Act; provided, that, in each case of (a) through (d), the proposed transferee (x) shall execute and deliver to the Company a written agreement pursuant to which such transferee agrees to be bound by the terms of the Plan and (y) except in the case of clause (a), (b) or (d) above, certifies to the reasonable satisfaction of the Company that such transferee is an Accredited Investor. View More

Permitted Transfer. Shall have the meaning set forth in paragraph 1(e) hereof.

Permitted Transfer. Means (i) any transfer of Shares to a member of Shareholder's immediate family (spouse or children), provided that such transferee expressly agrees in writing to Matria (in form and substance reasonably satisfactory to Matria) that such transferee (and any Shares held thereby) shall be bound by and subject to the same restrictions and obligations as are applicable to Shareholder (and the Shares held by Shareholder) under this Agreement; or (ii) any pledge or encumbrance by Shareholder of all or... any portion of the Shares to a bank or other lending institution for the purpose of obtaining financing, on a full recourse basis to Shareholder, the proceeds of which are used to purchase or improve a family residence of Shareholder, provided that (A) no foreclosure or other subsequent Transfer of the Shares subject to any such pledge or encumbrance shall be made except as and to the extent permitted under Section 3.1 of this Agreement, and (B) such bank or lending institution expressly agrees in writing to Matria (in form and substance reasonably satisfactory to Matria) to act in accordance with the foregoing. View More

Permitted Transfer. In the case that the Holder is a natural person, a transfer of the Warrant by the Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Holder (or his or her spouse)(all of the foregoing collectively referred to as "family members"), or any other person approved by unanimous consent of the Board, or any custodian or trustee of any trust,... partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Holder or any such family members. View More

Permitted Transfer. Means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant ("Immediate Family Members"), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order... to be bound thereby. View More

Permitted Transfer. The term "Permitted Transfer" shall mean any Transfer of Shares (i) by gift or other distribution by (x) any Shareholder who is a natural Person to his or her spouse or descendants (whether by blood, adoption or marriage) or to trustees of a trust for the exclusive benefit of such Shareholder, his or her spouse or such descendants (any such spouse, descendant or trustee being referred to as a "Shareholder-Related Person") of such Shareholder, or (y) a Shareholder-Related Person to such... Shareholder or to another Shareholder-Related Person of such Shareholder provided, however, that, unless otherwise consented to by the Board or 66 2/3% of the Shareholders (other than the transferring Shareholder or Shareholder-Related Person, or any Shareholder-Related Persons of such Transferring Shareholder or transferring Shareholder-Related Person), such Shareholder or transferring Shareholder-Related Person retains voting control of the Shares so transferred and exclusive power to exercise all rights under this Agreement; (ii) between any Shareholder who is a natural Person and such Shareholder's guardian or conservator; (iii) upon or after the death of a Shareholder who is a natural Person, by will, intestacy laws, or the laws of survivorship to such Shareholder's legal representative, heirs or legatees; (iv) by a Shareholder to the Company; (v) pursuant to a Public Offering of such Shares; (vi) to the extent not prohibited by any pledge agreement required under Section 12 hereof, by way of pledge to a bank or recognized financial institution (provided that any foreclosure or other action taken against the pledge by the pledgee shall be subject to the provisions of Section 6 hereof); (vii) by way of pledge to any Person for the benefit of the Company pursuant to any pledge agreement contemplated by the credit agreement referred to in Section 1.14 hereof or a pledge agreement required under Section 12 hereof (including without limitation, any sale or other Transfer pursuant to the exercise of any right or remedy under such pledge agreement); (viii) to an entity provided that the Shareholder is, and at all times remains, the majority owner of all of the issued and outstanding voting equity of such entity or by such entity to such Shareholder; (ix) to an entity that is, or is directly or indirectly controlled by, the Person controlling such Shareholder, provided that such Permitted Transferee has not been formed solely for the purpose of engaging in a Permitted Transfer (provided, however, that any event which severs the Control relationship shall be deemed to be a Transfer subject to the restrictions provided in this Agreement); (x) to the equity owners of a Shareholder which is an entity upon the dissolution of such entity; (xi) in the event a Shareholder is or becomes, or is or becomes controlled by, an "investment company" subject to the provisions of the Investment Company Act of 1940, a transfer which is necessary to effect compliance with such act or the rules and regulations thereunder; and (xii) from the custodian or trustee of an individual retirement account or other self directed employee benefit plan to the beneficiary of such account or plan or to the custodian or trustee of another individual retirement account or self directed employee benefit plan; provided, however, that in the case of any such Transfer (other than a transfer pursuant to clause (vii)), the transferred Shares shall remain subject to the provisions of this Agreement in the hands of the Permitted Transferee, the Permitted Transferee shall execute an agreement, in substantially the form of Exhibit 1 hereto, agreeing to be bound by the terms and conditions of this Agreement and the Shareholder shall submit copies of all pertinent documentation at least five days prior to completion of the transaction to demonstrate that the Transfer is a Permitted Transfer; provided further, that any such Transfer (other than a transfer pursuant to clause (vii)), will not be deemed to be a "Permitted Transfer" (a) to the extent prohibited by Section 3(a) of this Agreement or (b) to the extent that compliance with the requirements of Section 3(b) of this Agreement have not been met. 4 View More