Transfer

Transfer. Means, with respect to any Covered Shares, the direct or indirect transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Shares. As a verb, "Transfer" shall have a correlative meaning.

Transfer. And "Transferred" mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except for: (a) any transfers of... Stock by gift during a Shareholder's lifetime or on a Shareholder's death by will or intestacy to such Shareholder's spouse, the lineal descendant or antecedent, brother or sister of Shareholder or Shareholder's spouse, or the spouse of any lineal descendant or antecedent, brother or sister of Shareholder or Shareholder's spouse, whether or not any of the above are adopted, or to a trust or trusts for the exclusive benefit of Shareholder or those members of Shareholder's family specified in this Section 1.3(a) or transfers of Stock by Shareholder by devise or descent; provided, that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound hereby as was Shareholder; (b) any transfer of Stock by a Shareholder made (i) pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations, (ii) pursuant to the winding up and dissolution of the Company, or (iii) at, and pursuant to, an IPO (as defined below); (c) any transfers of Stock to or by an Investor pursuant to such Investor's exercise of the Investor's right of first refusal or right of co-sale hereunder; (d) any bona fide pledge by a Shareholder made pursuant to a bona fide loan transaction that creates a mere security interest, provided that the pledgee executes a counterpart copy of this Agreement and becomes bound thereby as a seller in the event that and to the extent that such pledgee ever acquires ownership of such shares; (e) any bona fide gift effected by a Shareholder for tax planning purposes, provided, that the pledgee, transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was the Shareholder; or (f) in any one twelve (12) month period, on a cumulative basis, up to two percent (2%) of the Stock (calculated as of the date of this Agreement, as may be adjusted from time to time for stock splits, stock dividends, combinations, recapitalizations and the like) held by such Shareholder. View More

Transfer. And includes any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except: (i) any transfers of Shares by a Common Stock Holder... to the Common Stock Holder's spouse, lineal descendant or antecedent, father, mother, brother or sister, the adopted child or adopted grandchild of the Common Stock Holder, or the spouse of any child, adopted child, grandchild or adopted grandchild of the Common Stock Holder, or to a trust or trusts for the exclusive benefit of the Common Stock Holder or their family members as described in this Section 1(g)(i), transfers of Shares by the Common Stock Holder by devise or descent, or transfers by way of any pledge made by the Common Stock Holder pursuant to a bona fide loan transaction that creates a mere security interest; (ii) any transfer of Shares by the Common Stock Holder made: (A) pursuant to a merger or consolidation of the Company with or into another corporation or other entity; (B) pursuant to the winding up and dissolution of the Company; or (C) at, and pursuant to, the Initial Public Offering; or (iii) any transfers for no consideration of up to 500,000 of the Shares by Payam Zamani for gifting and/or estate planning purposes; provided, however that any transferee or other recipient receiving Shares pursuant to the exceptions set forth in this Sections l(g)(i) and l(g)(iii) will execute a counterpart of this Agreement and become bound thereby in the same manner as the transferor. View More

Transfer. Means any transfer, sale, assignment, option, pledge, hypothecation or other direct or indirect disposal of or encumbrance of any Warrant or of any interest therein, either by operation of law or otherwise.

Transfer. Means to pledge, assign, encumber, sell, contract to sell, lend, make any short sale of, grant any option, right or warrant for the purchase of, or otherwise transfer or dispose of, directly or indirectly (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings, including, without limitation, bankruptcy), any Restricted Stock or enter into any swap, hedging or other arrangement that transfers to another,... in whole or in part, any of the economic consequences of ownership of any Restricted Stock. View More

Transfer. Shall have the meaning assigned to it in the Securityholders Agreement.

Transfer. Means any voluntary or involuntary sale, hypothecation, pledge, assignment, attachment or other transfer.

Transfer. Shall mean any sale, assignment, transfer, disposition, donation, pledge, bequest, hypothecation, gift, conveyance, encumbrance or any other disposition or transfer of a Share or any interest or rights (legal or equitable) therein by any means whatsoever, whether direct or indirect, absolute or conditional, voluntary or involuntary, by operation of law (including without limitation, by operation of the laws of descent and distribution) or otherwise.

Transfer. The term "Transfer" shall mean any transfer, sale, assignment, exchange, gift, bequest, hypothecation, pledge, grant of security interest or lien, placement in trust (voting or otherwise), transfer by operation of law (other than a merger or consolidation of the Company) or any other encumbrance or disposition, direct or indirect and whether or not voluntary, of any Shares. A "Transfer" shall include, without limitation, any transaction or event, whether or not voluntary, that creates a form of... joint ownership in the Shares between the transferor and one or more persons (whether or not that other person is the spouse of the transferor) or any transaction that creates or grants an option, warrant, or right to obtain an interest in the Shares. View More

Transfer. Shall have the meaning ascribed to it in the Certificate of Incorporation; provided, that the term "Class B Common Stock" as used in such definition, shall be replaced with the Class A Common Stock and/or Class B Common Stock, as applicable, for purposes of this Agreement.