Permitted Transfer

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

Permitted Transfer. Shall mean any transfer that would be permitted as a transfer under the Letter Agreement, dated July 25, 2013, among the initial Holder, its members, and Dennis A. Miller, as amended.

Permitted Transfer. Means (i) a transfer of all of the ownership interests in Trustor by Parent to a limited partnership (Member) Controlled by Parent and initially owned entirely by Parent, directly or indirectly; (ii) any Transfer of interests in Parent as a result of the sale of Parent's stock on any nationally recognized securities exchange, inter-dealer quotation system or over-the-counter marketplace; or (iii) any issuance, sale, assignment, alienation conveyance, divestment, transfer, disposition,... hypothecation, mortgage or encumbrance of any equity interest in Parent, provided that such issuance, transfer or encumbrance does not constitute a Change of Control. View More

Permitted Transfer. Shall mean, in each case, with respect to each Gazelle Stockholder, so long as (i) such Transfer is in accordance with applicable Law and (ii) such Gazelle Stockholder is, and at all times has been, in compliance with this Agreement, any (a) Transfer of Subject Securities by the Gazelle Stockholder to another Gazelle Stockholder or to an Affiliate of such Gazelle 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 Raven, pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such Gazelle Stockholder and otherwise become a party for all purposes of this Agreement, (b) any Transfer of Subject Securities to a bona fide financial institution (a "Pledgee") pursuant to a bona fide margin loan, pledge agreement or other similar agreement (a "Pledging Agreement" and any such Pledging Agreement existing as of the date of hereof (and including any amendments thereto solely to permit the Merger), an "Existing Pledging Agreement") with such Pledgee to secure any obligations of a Gazelle Stockholder or its Affiliates under such financing arrangements, the foreclosure by such Pledgee on pledged Subject Securities and the subsequent Transfer thereof by such financial institution ("Pledging Activity"); provided, that in connection with any Pledging Activity (x) not in accordance with the terms existing on the date hereof of any Existing Pledging Agreement or (y) pursuant to a Pledging Agreement entered into after the date of this Agreement, prior to such foreclosure or Transfer such Pledgee shall execute a joinder to this Agreement, in form and substance reasonably acceptable to Raven, pursuant to which such Pledgee agrees to be subject to the voting obligations set forth in Section 3 of this Agreement with respect to the Subject Securities so foreclosed on or Transferred, or (c) any Transfer of Subject Securities by will or by operation of law or for estate or tax planning purposes (including transfers to any family members or trusts) or for charitable giving, so long as, other than in the case of any such Transfer upon death or disability, such transferee, in connection with, and prior to, such Transfer, executes a joinder to this Agreement, in form and substance reasonably acceptable to Raven, pursuant to which such transferee agrees be subject to the restrictions and obligations applicable to such Gazelle Stockholder in this Agreement with respect to the Subject Securities so Transferred; provided that notwithstanding the foregoing, other than in the case of a foreclosure and resulting Transfer, no such Transfer pursuant to clauses (a), (b) or (c) shall relieve the transferring Gazelle Stockholder from its obligations under this Agreement and, in the case of clause (b), the sole right to vote such Subject Securities shall remain with the applicable Gazelle Stockholder absent a foreclosure by a Pledgee. View More

Permitted Transfer. Shall mean, in each case, with respect to each EnCap Stockholder, so long as (i) such Transfer is in accordance with applicable Law and such EnCap Stockholder is, and at all times has been, in compliance with this Agreement and (ii) any Transfer of Subject Securities by the EnCap 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 and the Company,... pursuant to which such Person agrees to become a party to this Agreement and be subject to the restrictions and obligations applicable to such EnCap Stockholder and otherwise become a party for all purposes of this Agreement; provided that no such Transfer shall relieve the transferring EnCap Stockholder from its obligations under this Agreement (A) if less than all of such EnCap Stockholder's Parent Common Stock is transferred, other than with respect to the Parent Common Stock transferred in accordance with the foregoing provisions, or (B) if, following the transfer of all of such EnCap Stockholder's Parent Common Stock in accordance with the foregoing provisions, such EnCap Stockholder subsequently acquires or reacquires Beneficial Ownership of any Parent Common Stock. View More

Permitted Transfer. Any Transfer (i) to any officers or directors of Parent, any Affiliates or family members of any of Parent's officers or directors, any members of Sponsor, or any Affiliates of Sponsor; (ii) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family or an Affiliate of such individual, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of 1... descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of the State of Delaware or Sponsor's limited liability company agreement upon dissolution of Sponsor; or (vi) in the event of Parent's liquidation, merger, capital stock exchange or other similar transaction which results in all of Parent's stockholders having the right to exchange their shares of Parent Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i) through (iv), these permitted transferees must, as a condition precedent to such Transfer, execute a joinder to this Sponsor Agreement (in a form reasonably acceptable to Parent and, if prior to the Effective Time, the Company) agreeing to be bound by the Transfer restrictions herein, by the other provisions of Section 4 hereof by which the transferor had been bound, and by the other applicable provisions of this Sponsor Agreement, whether by the terms of this Sponsor Agreement or by such a joinder. In addition, "Permitted Transfer" shall include any Transfer of Parent Warrants to a service provider of Parent pursuant to a letter agreement entered into prior to the date hereof in accordance with clause (e) of Section 7(b) of the Insider Letter Agreement. View More

Permitted Transfer. Means a transfer by any Warrantholder: (i) to any existing Warrantholder, Affiliate of the Warrantholder, or any holder of Series A Preferred Stock; (ii) to a transferee (or group of associated transferees) that will acquire at least 10% of the outstanding Warrants; or (iii) with the written consent of the Company.

Permitted Transfer. (i) in the case of an individual, as a bona fide gift to a member of such individual's immediate family, an estate planning vehicle or to a trust, the beneficiary of which is a member of such individual's immediate family, an Affiliate (as defined in the Merger Agreement) of such individual, or to a charitable organization or educational institution; (ii) dispositions of Restricted Securities or other securities to any member of the immediate family of the Holder or any trust for the direct or... indirect benefit of the Holder or the immediate family of the Holder in a transaction not involving a disposition for value; (iii) dispositions of Restricted Securities to any corporation, partnership, limited liability company, investment fund or other entity all of the beneficial ownership interests of which are held, controlled or managed by the Holder or the immediate family of the Holder in a transaction not involving a disposition for value; (iv) dispositions of Restricted Securities (A) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Holder upon the death of the Holder, or (B) by operation of law pursuant to orders of a court or regulatory agency, a domestic order or negotiated divorce settlement; (v) in the event of a Liquidity Event (as defined below); (vi) or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above; (vii) dispositions of Parent Common Stock or such other securities pursuant to a bona fide tender offer for shares of Parent's capital stock, merger, consolidation or other similar transaction made to all holders of Parent's securities involving a change of control of Parent (including without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of shares of Parent Common Stock or other securities in connection with such transaction) that has been approved by the Board of Directors of Parent; provided, that, in the event that such change of control transaction is not consummated, this clause (vii) shall not be applicable and the Holder's shares and other securities shall remain subject to the restrictions contained in this Agreement; (viii) any conversion of Parent Class B Common Stock or Parent Class A Common Stock to Parent Common Stock in accordance with the Company's Certificate of Incorporation, provided that the shares of Parent Common Stock shall remain subject to the restrictions contained in this Agreement; or (ix) to current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing. View More