Permitted Transfer

Permitted Transfer. (d) "Permitted Transfer" means a Transfer made (a) to (i) Empower's officers or directors, (ii) any affiliates or family members of the Empower's officers or directors, or (iii) any direct or indirect partners, members or equity holders of the Holder or their affiliates, any affiliates of the Holder, including to funds affiliated with Sentinel Capital Partners V, L.P., a Delaware limited partnership ("SCP V"), Sentinel Capital Partners V-A, L.P., a Delaware limited partnership ("SCP V-A"),... Sentinel Capital Investors V, L.P., a Delaware limited partnership ("SCI V" and, together with SCP V and SCPV-A, the "Holley Investors"), and to direct or indirect members or partners of funds affiliated with Holley Investors or any affiliates thereof, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the Holder's governing documents, upon dissolution of the Holder; (f) to Empower; or (g) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the board of directors of Empower or a duly authorized committee thereof or other similar transaction which results in all of the Empower's stockholders having the right to exchange their shares of Domesticated Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date. View More

Permitted Transfer. (i) as to any Stockholder, any Transfer of Shares by such Stockholder to such Stockholder's Permitted Transferee(s) and (ii) as to the New Investor, any New Investor Syndication; provided, in each case, that (1) the restrictions contained herein will continue to be applicable to such Shares after any such Permitted Transfer, (2) the transferee(s) of such Shares shall have agreed in writing to be bound by the provisions of this Agreement and the related agreements contemplated hereby with... respect to the Shares so transferred and (3) the transferee(s) of such Shares is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations and is able to evaluate the risks and benefits of the investment in the Shares. View More

Permitted Transfer. Any transfer by a Participant of all or any portion of his shares of Stock (or Options, for purposes of Section 5(f) below) to (i) any trust established for the sole benefit of such Participant or such Participant's spouse or direct lineal descendants, provided such Participant is the trustee of such trust, (ii) any other entity (including an Individual Retirement Account or similar investment account) in which the direct and beneficial owner of all voting securities of such entity is held by... such Participant, or (iii) such Participant's heirs, executors, administrators, or personal representatives upon the death, incompetency, or Disability of such Participant. View More

Permitted Transfer. Means a Transfer of Covered Company Securities by each Stockholder (a) in connection with the exercise, conversion, vesting or settlement of Company Equity Awards or Company Preferred Stock (including the net settlement of such equity or sale of underlying shares of Company Common Stock in order to pay any exercise price and any tax withholding obligations in connection therewith), or (b) to any Affiliate of such Stockholder; provided, however, that in the case of the foregoing clause (b), any... such Transfer shall only be a Permitted Transfer if and to the extent that the transferee of such Covered Company Securities evidences in a writing in form and substance reasonably satisfactory to Parent such transferee's agreement to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Stockholder, and upon such transfer to be deemed a Stockholder hereunder. View More

Permitted Transfer. Means, in each case, with respect to each Supporting Motor Shareholder, so long as (i) such Transfer is in accordance with applicable Law and such Supporting Motor Shareholder is, and at all times has been, in compliance with this Agreement and (ii) any Transfer of Subject Securities by the Supporting Motor Shareholder to another Supporting Motor Shareholder or to an Affiliate of such transferring Supporting Motor Shareholder, 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 Motor, pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions and obligations hereof and otherwise become a party for all purposes of this Agreement. View More

Permitted Transfer. Means, in each case, with respect to each Supporting Surge Unitholder, so long as (i) such Transfer is in accordance with applicable Law and such Supporting Surge Unitholder is, and at all times has been, in compliance with this Agreement and (ii) any Transfer of Subject Securities by the Supporting Surge Unitholder to another Supporting Surge Unitholder or to an Affiliate of such transferring Supporting Surge Unitholder, 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 Motor, pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions and obligations hereof and otherwise become a party for all purposes of this Agreement. View More

Permitted Transfer. A transfer of a Right by will or the laws of descent and distribution