Management Permitted Transferee definition

Management Permitted Transferee means, with respect to any Management Stockholder, (i) any executor, administrator or testamentary trustee of such Stockholder’s estate if such Stockholder dies, (ii) any Person receiving Equity Securities of such Stockholder by will, intestacy laws or the laws of descent or survivorship, or (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than such Stockholder or one or more Family Members of such Stockholder.
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Management Permitted Transferee means (i) in the case of a natural Person, by will or pursuant to applicable laws of descent and distribution or among such Person’s Family Group and (ii) in the case of a non-natural Person, (A) to its members, partners or shareholders (including by way of distribution) or (B) among its wholly-owned Affiliates.
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Management Permitted Transferee means with respect to any Management Stockholder, (i) any spouse or lineal descendant of such Management Stockholder, (ii) any trust all of the beneficial interests in which is held by such Management Stockholder and/or such Management Stockholder's spouse and/or lineal descendants and (iii) any other Management Stockholder; provided, however, that each such Transferee will be a Management Permitted Transferee for purposes of this Agreement only if such Transferee shall have executed and delivered to the Company an instrument reasonably satisfactory to the SK Holders pursuant to which the Transferee shall have agreed to be bound by the terms of this Agreement applicable to its Transferor.
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Examples of Management Permitted Transferee in a sentence

  • Such Management Stockholder must give prior written notice to the Company of any proposed Transfer to a Management Permitted Transferee, including the identity of such proposed Management Permitted Transferee and such other documentation reasonably requested by the Company, to ensure compliance with the terms of this Agreement.

  • If the person to which the Management Shareholder transfers its Equity (or a portion thereof) in accordance with this clause at any time ceases to qualify as a Management Permitted Transferee, then such transferee shall, within 30 business days of the date on which it ceases to qualify as a Management Permitted Transferee, cause the Equity to be transferred back to the original Management Shareholder or another Member of that Management Group.

  • Upon execution of a Joinder Agreement, each such Management Permitted Transferee shall be deemed to be a Management Investor under this Agreement and shall be entitled to all of the rights and benefits afforded to, and shall be subject to all the restrictions on and obligations of, a Management Investor hereunder.

  • The parties hereto acknowledge that, subject to the terms hereof, certain Management Permitted Transferees (as defined below in Section 2(a)) may become shareholders of the Company after the date hereof pursuant to Section 2(a) and that each Management Permitted Transferee will be required, as a condition to the Transfer of Securities to them, to execute a Joinder Agreement in the form attached hereto as Exhibit A (the "Joinder Agreement").


More Definitions of Management Permitted Transferee

Management Permitted Transferee means any of (a) a trust established by or for the benefit of a Management Member of which only such Management Member and his or her immediate family members are beneficiaries; (b) any Person established for the benefit of, and beneficially owned solely by, an entity Management Member or the sole individual direct or indirect owner of an entity Management Member; and (c) upon an individual Management Member’s death, an executor, administrator or beneficiary of the estate of the deceased Management Member.
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Management Permitted Transferee means with respect to any Management Stockholder, (i) any executor, administrator or testamentary trustee of such Management Stockholder’s estate if such Management Stockholder dies, (ii) any person or entity receiving equity securities of such Management Stockholder by will, intestacy laws or the laws of descent or survivorship, (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than such Stockholder or one or more Family Members of such Management Stockholder, or (iv) any corporation, partnership, limited liability company or similar entity Controlled by such Management Stockholder and of which there are no principal beneficiaries or owners other than such Management Stockholder or one or more Family Members of such Management Stockholder.
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Management Permitted Transferee means, with respect to a Management Shareholder, (A) a Person to whom Shares are transferred from such Management Shareholder; PROVIDED that such transferee is the issue, adopted issue, stepchild, issue of a stepchild, spouse of any of the foregoing, or parent or spouse of such Management Shareholder; (B) a trust that is for the exclusive benefit of, or a partnership the partners of which are exclusively, such Management Shareholder or any person described under (A) above; (C) a corporation or other entity, all of the capital stock or other equity of which is held by such Management Shareholder or any Person described under (A) above; or (D) the estate of such Management Shareholder.
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Management Permitted Transferee means, in relation to –
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Management Permitted Transferee means (i) any executor, administrator or testamentary trustee of a Member’s estate upon the death of such Member, (ii) any Person receiving Equity Securities of a Member by will, intestacy laws or the laws of descent or survivorship, (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than a Member or one or more Members of the Immediate Family of such Member, or (iv) any corporation, partnership, limited liability company or similar entity solely controlled by a Member and of which there are no principal beneficiaries or owners other than such Member or one or more immediate family members of such Member.Notwithstanding the foregoing, no competitor of PubCo, the Company or any of their respective Subsidiaries (as determined by the Managing Member in good faith) shall be eligible to be a Management Permitted Transferee.
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Management Permitted Transferee means (i) any executor, administrator or testamentary trustee of a Member’s estate upon the death of such Member, (ii) any Person receiving Equity Securities of a Member by will, intestacy laws or the laws of descent or survivorship, (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than a Member or one or more Members of the Immediate Family of such Member, or (iv) any corporation, partnership, limited liability company or similar entity solely controlled by a Member and of which there are no principal beneficiaries or owners other than such Member or one or more immediate family members of such Member. Notwithstanding the foregoing, no competitor of PubCo, the Company or any of their respective Subsidiaries (as determined by the Managing Member in good faith) shall be eligible to be a Management Permitted Transferee.
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Related to Management Permitted Transferee

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Non-Permitted Holder The meaning specified in Section 2.11(b).

  • Permitted Assignees shall have the meaning set forth in Section 3(e) hereto;

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Permitted Assign means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,

  • Restricted Fund means a fund in which the use of the principal or principal and income is restricted by agreement with, or direction by, the donor to a specific purpose. Restricted fund does not include a fund over which the owner has complete control. The owner is deemed to have complete control over a fund that is to be used for general operating or building purposes.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Permit Holder means the Person to whom a Building Permit has been issued.