Transfer

Transfer. Means to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, (including, without limitation, by Transferring any equity interests in an entity that beneficially owns Common Stock) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any... Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities, or any securities substantially similar to the Common Stock, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any such securities, or warrants or other rights to purchase Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (c) publicly announce an intention to effect any transaction specified in clause (a) or (b). View More

Transfer. (a) when used as a verb, to sell, transfer, assign, encumber, pledge, hypothecate, grant any right, option, profit participation or other interest in, or otherwise dispose of, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and (b) when used as a noun, a direct or indirect, voluntary or involuntary, sale, transfer, assignment, encumbrance, pledge, hypothecation, grant of any right, option, profit participation or other interest, or other disposition by... operation of law or otherwise View More

Transfer. (A) a sale, assignment, transfer or other disposition (whether voluntary, involuntary or by operation of law); (B) the granting, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary or by operation of law); (C) the issuance or other creation of an ownership interest in a legal entity, including a partnership interest, interest in a limited liability company or corporate stock; (D) the withdrawal, retirement, removal or involuntary resignation of a... partner in a partnership or a member or manager in a limited liability company; or (E) the merger, dissolution, liquidation, or consolidation of a legal entity. "Transfer" does not include (i) a conveyance of the Mortgaged Property at a judicial or non-judicial foreclosure sale under this Instrument or (ii) the Mortgaged Property becoming part of a bankruptcy estate by operation of law under the United States Bankruptcy Code. For purposes of defining the term "Transfer," the term "partnership" shall mean a general partnership, a limited partnership, a joint venture and a limited liability partnership, and the term "partner" shall mean a general partner, a limited partner and a joint venturer. View More

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. To sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), but explicitly excluding exchanges of one class of Securityholder Securities to or for another class of Securityholder Securities.

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