Transfer

Transfer. 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 Seller to the Seller's spouse, siblings, parents,... lineal descendants or antecedents or trusts for the benefit of the Seller or the Seller's spouse, siblings, parents or lineal descendants or antecedents or transfers of Shares by the Seller by devise or descent; provided that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was the Seller; provided further that, if such transfer is to a trust, such trust must agree that no person shall become a beneficiary of such trust other than the persons identified in this Section 1(n)(i); (ii) on a cumulative basis, transfers of up to five percent (5%) of Shares (as may be adjusted from time to time for Recapitalizations) held by any Seller as measured from the date hereof for the period of this Agreement; provided, that, in all cases, the transferee executes a counterpart copy of this Agreement and becomes bound thereby as was the Seller; (iii) any bona fide gift, provided that the transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was the Seller; (iv) any bona fide pledge made pursuant to a bona fide loan transaction that creates a mere security interest, if 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; (v) any transfers in a public offering pursuant to (a) the Securities Act of 1933, as amended (the "Securities Act"), or (b) the securities laws applicable to an offering of securities in a jurisdiction other than the United States; (vi) any transfer to the Company or a ROFR Eligible Investor pursuant to the terms of this Agreement; or (vii) any repurchase of the Seller Shares by the Company pursuant to agreements under which the Company has the option to repurchase such Seller Shares upon the occurrence of certain events, such as termination of employment, or in connection with the exercise by the Company of any rights of first refusal. View More

Transfer. And Transferred mean and include any direct or indirect 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, including without limitation a transfer... incident to divorce, legal separation, bankruptcy or similar proceeding, death or otherwise, but except for (each, a Permitted Transfer): (i) any transfers of Stock (whether by gift or otherwise) during a Shareholder's lifetime or on a Shareholder's death by will or intestacy to such Shareholder's immediate family (as defined below) or to a trust for the benefit of such Shareholder or such Shareholder's immediate family, or to a Shareholder's heirs, estate, administrators or executors. For purposes of this Agreement, the term immediate family means Shareholder's spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child or grandchild or adopted grandchild of Shareholder or Shareholder's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Shareholder or Shareholder's spouse; (ii) any transfer of Stock by a Shareholder made: (1) pursuant to a statutory merger or statutory consolidation of the Company with or into another entity or entities; (2) pursuant to and in accordance with the Buy-Sell Agreement dated May 28, 2004 by and among the Company and the Founders (Buy-Sell Agreement), or (3) pursuant to the winding up and dissolution of the Company; (iii) any transfers of Stock by Shamrock to an Affiliate thereof or to its members, partners, former partners, or former members; and (iv) any transfers of Stock pursuant to such Shareholder's exercise of its right of refusal and/or right of co-sale hereunder. View More

Transfer. To dispose of or part with all or any portion of an interest (legal or equitable) by any means, direct or indirect, absolute or conditional, voluntary or involuntary, including, but not limited to, by sale, assignment, disposition, court order, operation of law, dissolution, merger, consolidation, division, spin-off, dividend, distribution, equitable or other distribution after divorce or separation, settlement, exchange, waiver, abandonment, gift, alienation, bequest, pledge, hypothecation,... encumbrance or disposal. View More

Transfer. Any direct or indirect sale, transfer, assignment, gift, distribution, conveyance, issuance, pledge, hypothecation or other encumbrance or disposition (whether voluntary or involuntary or by operation of law), whether in one or a series of transactions and whether by means of a direct purchase, merger, recapitalization, reorganization, consolidation, refinancing or otherwise. For the avoidance of doubt, the Transfer of an asset of a Person shall be deemed to have occurred upon a direct or... indirect change in Control of the beneficial ownership of such Person View More

Transfer. To voluntarily or involuntarily sell, assign, exchange or in any other manner transfer with or without consideration, except pursuant to a distribution of equity interests by Holdings to its members

Transfer. As a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition, whether directly or indirectly and whether through one or a series of transactions, and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or hypothecate or otherwise dispose of, whether directly or indirectly and whether through one or a series of transactions

Transfer. Means to transfer, sell, assign, pledge, hypothecate, or otherwise dispose of.

Transfer. Of shares of Common Stock of any Person shall mean the sale, assignment or transfer, directly or indirectly, of such shares (including by a pledge, assignment, encumbrance or security interest that gives the pledgee, assignee or secured party, upon the occurrence or non-occurrence of an event, the right to acquire such shares or to require that such shares be sold, but not, in any event, including any "negative pledge" or similar type covenant); however, a "Transfer" by a Person shall not... include a transfer to any Person by reason of a merger of such Person into such other Person or a consolidation of such Person with such other Person ("Excluded Transaction"). View More

Transfer. Means, with respect to any Company Securities, any sale, assignment, transfer, alienation, conveyance, gift, bequest by will or under intestacy laws, pledge, lien, hypothecation, encumbrance or other disposition, with or without consideration and whether voluntarily or involuntarily by operation of law, of all or part of such Company Securities, or of any beneficial interest therein, now or hereafter owned by a Stockholder.

Transfer. To sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer, whether directly or indirectly, or agree or commit to do any of the foregoing