Permitted Transferee

Permitted Transferee. Means (i) in the case of any Shareholder that is an individual, any successor by death or divorce, (ii) in the case of any individual, any trust, partnership, limited liability company 11 or similar entity solely for the benefit of such individual or such individual's spouse or lineal descendants provided, that such individual acts as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of such shares, or (iii) in the case of... any Shareholder that is a trust whose sole beneficiaries are individuals, such individuals or their spouses or lineal descendants. View More

Permitted Transferee. The meaning specified in the Stockholders Agreement.

Permitted Transferee. Means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee's household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee)... control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests View More

Permitted Transferee. Of a Stockholder or of Hagai Lavi shall mean a transferee of Registrable Securities or of capital stock of GLY that is a "Permitted Transferee" of such Stockholder or of Hagai Lavi within the meaning of the Securities Sale Agreement among the Stockholders and Hagai Lavi dated as of the date hereof, provided such transferee agrees in writing to be bound by the terms and conditions of this Registration Rights Agreement.

Permitted Transferee. Of Velston shall mean a transferee of Registrable Securities that is a "Permitted Transferee" of a member of Velston within the meaning of the Securities Sale Agreement among The Wolfson Group (as defined therein) and Velston, dated as of the date hereof, provided such transferee agrees in writing to be bound by the terms and conditions of this Registration Rights Agreement.

Permitted Transferee. Shall mean, with respect to Mr. Chesonis, any MDCP Group Stockholder and any Blackstone Group Stockholder, any of the following transferees of Securities of such Stockholder: (a) any Affiliate of such Stockholder; (b) the spouse, lineal descendants (natural or adopted) or parents of such Stockholder or any Affiliate of such Stockholder; (c) with the prior consent of the Corporation, which consent shall not be unreasonably withheld or delayed, the respective constituent partners or participants... of such Stockholder or such partners' or participants' direct and indirect constituent partners, stockholders and Affiliates; (d) an inter vivos trust for the benefit of any such Person; or, (e) in the case of the MDCP Group Stockholders, any other transferee of no more than two percent of the Common Stock (calculated on an as-converted basis and giving effect to the reclassification of the Class A Common Stock into Common Stock in connection with the Recapitalization) in the aggregate held by the MDCP Group Stockholders as of February 4, 2000, so long as such transferee is designated by the MDCP Group Stockholders in writing to the Corporation as a "Permitted Transferee" at or prior to the time of transfer. 2 View More

Permitted Transferee. Permitted Transferee means: (i) to the extent provided by the Applicable Stockholders Agreement with respect to a Participant, (1) a trust or custodianship the beneficiaries of which may include only the Participant, his or her spouse and his or her lineal descendants (including children by adoption and step children) or (2) any limited liability company or partnership (I) with respect to which all of the outstanding equity interests are beneficially owned solely by the Participant, his or her... spouse and his or her lineal descendants (including children by adoption and step children) and (II) with respect to which the Participant is the sole manager or managing member (if a limited liability company) or the sole general partner (if a limited partnership) and otherwise has the sole power to direct or cause the direction of the management and policies, directly or indirectly, of such limited liability company or partnership, whether through the ownership of voting securities, by contract or otherwise and (ii) in all cases, a person to whom a Stock Award or share of Common Stock is permitted to be transferred pursuant to the provisions of this Plan. View More

Permitted Transferee. With respect to a Stockholder shall mean: (a) In the case of a Stockholder who is a natural person: (i) The spouse of such Stockholder, any lineal descendant (whether natural or adopted) of a grandparent of such Stockholder and any spouse of such lineal descendant (collectively, the "Holder's Family Members"); 4 (ii) Any guardian or conservator of such Stockholder who has been adjudged disabled by a court of competent jurisdiction; (iii) The executor or administrator of the estate... of a deceased Stockholder; (iv) A trustee of a trust (including a voting trust) solely for the benefit of such Stockholder and/or one or more of his or her Permitted Transferees and for the benefit of no other person, provided that (a) such trust may grant a general or special power of appointment to such Holder's Family Members and (b) such trust prohibits transfers of shares of Common Stock to persons other than Permitted Transferees of such Stockholder. (v) Any corporation, limited liability company or partnership, in which all of the beneficial ownership of outstanding equity interests which are entitled to vote for the election of directors or managers or which participate in the management thereof, is owned by, such Stockholder and/or Permitted Transferees of such Stockholder, provided, however, that any change in the ownership of such equity interests that would result in such corporation, limited liability company or partnership no longer qualifying as a Permitted Transferee if such equity interests were deemed to be transferred as of the date of change in ownership shall be deemed a transfer subject to Section 3.2 of this Agreement. (b) In the case of a Stockholder holding shares of Common Stock as a trustee pursuant to a trust: (i) Any Person transferring Common Stock to such trust; and (ii) Any Permitted Transferee of such transferor determined pursuant to clause (a) above. (c) In the case of a Stockholder which is a corporation, limited liability company or partnership (other than an entity described in clause (a)(v) above): (i) Any natural person or "group" of persons (as such term is defined in Rule 13d of the 1934 Act) who were on the date hereof, the holders, directly or indirectly, of a majority of the beneficial ownership of outstanding equity interests which were entitled to vote for the election of directors or managers or which otherwise had the power (as a general partner or otherwise) to direct the management thereof (such an interest shall be deemed to constitute "control" for purposes hereof); or (ii) Any corporation, limited liability company or partnership controlling, controlled by or under common control with such Stockholder (a "Permitted Entity"); provided, that if any transfer made pursuant to this clause (c) is made of a Permitted Entity in which the Common Stock constitutes substantially all of the assets of such Permitted Transferee to any Person who does not qualify as a Permitted Transferee hereunder, such change of ownership of the Permitted Entity shall be deemed a transfer subject to Section 3.2 of this Agreement. 5 (d) In the case of a Stockholder which is a corporation, limited liability company or partnership described in clause (a)(v) above: (i) Any person transferring such shares of Common Stock to such corporation, limited liability company or partnership; or (ii) Any Permitted Transferee of such transferor pursuant to clause (a) above. (e) In the case of a Stockholder which is the executor or administrator of the estate of a deceased Stockholder, which is the representative or trustee of the estate of a bankrupt or insolvent Stockholder or which is the guardian or conservator of a disabled Stockholder, any Permitted Transferee of such Stockholder pursuant to the other clauses hereof. (f) For purposes of this definition of "Permitted Transferee": (i) Each joint owner of shares of Common Stock shall be considered a "Stockholder" of such shares. (ii) A minor for whom shares of Common Stock are held pursuant to a Uniform Gifts to Minors Act or similar law shall be considered a Stockholder of such shares. View More

Permitted Transferee. Means (i) with respect to the Investors, means any Approved Transferee (as such term is defined in the Pizza Hut Consent and Amendment), (ii) with respect to any Other Stockholder, means the Investors, the Company or any trust or other Person wholly owned by such Other Stockholder or for the sole benefit of such Other Stockholder and/or such Other Stockholder's immediate family and which is controlled by such Other Stockholder and (iii) with respect to any indirect Transfer of Stockholder... Shares by a Co-Investor Stockholder, a Transferee that is permitted by the terms of the limited liability company agreement such Co-Investor Stockholder, in each case, to the extent that a Transfer to such Permitted Transferee does not violate Section 4(b)(iv) of this Agreement. 13 View More

Permitted Transferee. The term "Permitted Transferee" means any transferee of Participation Shares in accordance with to the LLC Agreement.