Permitted Transferee

Permitted Transferee. Means any of the following: (i) any revocable trust created for the benefit of the Executive during the lifetime of the Executive of which the Executive (whether in the capacity as a trustee, settlor or otherwise) has voting and dispositive control over the assets held by such trust, (ii) any irrevocable trust created for the benefit of the Executive and/or any spouse of the Executive and/or any descendant of the Executive (which term shall include any adopted child or stepchild of the... Executive) of which the Executive is a trustee having voting and dispositive control over the assets held by such trust, (iii) a custodianship for the benefit of a minor who is a descendant of the Executive (which term shall include any adopted child or stepchild of the Executive), to which any transfer is made pursuant to and which is valid under the Uniform Transfers to Minors Act, the Uniform Gifts to Minors Act or a substantially similar act, and of which the Executive is a custodian having voting or dispositive control over the assets held pursuant to such custodianship, (iv) any partnership, limited liability company or similar entity all of the ownership interests in which are held by the Executive alone, or by the Executive and any spouse of the Executive and/or any descendant of the Executive (which term shall include any adopted child or stepchild of the Executive) and/or any Person referred to in clauses (i) - (iii) above, which is Controlled by the Executive, (v) any corporation (including, without limitation, any direct or indirect subsidiary of any such corporation) which is wholly-owned directly or indirectly, by the Executive alone or by the Executive and any one or more Persons referred to in clauses (i) - (iv) above and which is Controlled by the Executive, and (vi) the initial transferee of any Options that paid consideration for such transfer; provided, however, that any Options transferred for value shall not be further transferable or assignable except to a legal guardian for, or estate of, such initial transferee that paid consideration for such Options. View More

Permitted Transferee. Shall mean a transferee in a transaction constituting a Permitted Transfer.

Permitted Transferee. Shall mean (a) with respect to any holder of Shares who is a natural Person, each spouse or child or other descendants of such holder, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian (each such Person set forth in this clause (a), a "Member of the Immediate Family"), (b) with respect to Shares held by a... natural Person and distributed by will or other instrument taking effect at death of such holder or by applicable laws of descent and distribution, such holder's estate, executors, administrators, personal representatives, heirs, legatees or distributees whether or not such recipients are Members of the Immediate Family of such holder and (c) with respect to any holder of Shares, an Affiliate of such holder or the holders of the beneficial interests (which, for purposes of this clause (c), shall be deemed to include, without limitation, its partners, members or stockholders) of such holder; provided, however, that no Transferee pursuant to the above clauses (a), (b) or (c) shall be a "Permitted Transferee" unless such Transferee has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Transferee shall remain HTM Shares, SMTC Shares or Management Shares hereunder, as the case may be, and shall continue to be subject to all of the provisions of this Agreement and that such Transferee shall be bound by, and shall be a party to, this Agreement as the holder of HTM Shares, SMTC Shares or Management Shares, as the case may be; provided, further, that no Transfer by any party to a Permitted Transferee shall relieve such party of any of its obligations hereunder. View More

Permitted Transferee. Means (i) with respect to any BRS Investor, any Person who acquires Common Stock from such BRS Investor in an Exempt Transfer, and (ii) with respect to the CSFB-TCW Investors, any Person who acquires Common Stock from the CSFB-TCW Investors or from any of its Permitted Transferees; provided, that the provisions of this Agreement shall no longer apply to any shares of Common Stock that are sold in a Public Sale.

Permitted Transferee. Means: (a) in the case of any Stockholder, the Company or any other Stockholder or their Permitted Transferees; (b) in the case of any Stockholder who is a natural person, (i) a person to whom Shares are transferred (A) by will or the laws of descent and distribution or (B) by gift without consideration of any kind to the spouse, child or grandchild of Employee, or (ii) a trust, family limited partnership or family limited liability company that is for the exclusive benefit of a... Stockholder or his or her Permitted Transferees under (i) above; (c) in the case of any Stockholder who is not a natural person, a person that is an affiliate of such Stockholder; or (d) any person with respect to whom the Board of Directors of the Company, in its sole discretion, adopts a resolution stating that the Board has no objection if a transfer of Shares is made to that person. View More

Permitted Transferee. Means any Person holding shares of capital of the Company which have been transferred to such Person in accordance with the terms and conditions of the Company's Operating Agreement, this Agreement and applicable securities laws.

Permitted Transferee. Means (i) in the case of a Founding Stockholder (or any direct or indirect Permitted Transferee of a Founding Stockholder), one or more of the following persons or entities: Soft Wave Media, LLC, Alowex, LLC, Remnant Media, LLC, Josh Wexler, Stavros Aloizos, Michael Caprio, Charles Omphalius, Jay Keay or Larry Gershman, and (ii) in the case of an Investor, any entity in which Robert A. Berman, Scott Kaniewski and/or such Investor, singularly or collectively, owns at least... 51% of the outstanding voting securities; PROVIDED, HOWEVER, that no person or entity shall be deemed to be a Permitted Transferee unless such person or entity, in connection with the purported Permitted Transfer to such person or entity, shall execute a counterpart to this Agreement, in form and substance reasonably satisfactory to the Board of Directors of the Corporation, pursuant to which such person or entity agrees to be bound by all of the terms and provisions of this Agreement. View More

Permitted Transferee. The recipient of a Permitted Transfer.

Permitted Transferee. Any transferee that receives Registrable Securities who agrees in writing to become bound by the terms of this Agreement.

Permitted Transferee. Has the meaning given to such term in paragraph 5(b).