Permissible Transferee means a transferee that, immediately prior to any transfer, has an Ownership Interest Percentage equal to (i) zero percentage points, plus (ii) any percentage attributable to a prior transfer from, or attribution of ownership from, a Large Investor or another Permissible Transferee;
Permissible Transferee means any of the following: (1) a member of the Participant's Immediate Family; (2) a trust solely for the benefit of the Participant and/or the Participant's Immediate Family; and (3) a partnership or limited liability company whose only partners or members, as the case may be, are the Participant and/or Permissible Transferees of the Participant as otherwise identified in this definition. "Immediate Family" has the meaning set forth in Rule 16a-1(e) under the Exchange Act, as such rule may be amended from time to time, or any successor rule.
Permissible Transferee means any Family Member.
Examples of Permissible Transferee in a sentence
Any Award transferred to a Permissible Transferee will continue to be subject to all of the terms and conditions that applied to the Award before the transfer and to any other rules prescribed by the Committee.
A Permissible Transferee may not retransfer an Award except by will or the laws of descent and distribution and then only to another Permissible Transferee.
A Permissible Transferee may subsequently transfer an Award but only to another Permissible Transferee and only after complying with the terms of this section as if the Permissible Transferee was a Participant.
All Awards and Deferred Amounts will be exercisable or received during the Participant's lifetime only by such Participant or his or her legal representative or, in the case of an NSO Option (including any Tandem SARs or Limited Rights) that has been transferred to a Permissible Transferee in accordance with this Section 8.1, by that Permissible Transferee.
Any Award transferred to a Permissible Transferee will continue to be subject to all of the terms and conditions that applied to the Award before the transfer and to any other rules prescribed by the Board.
More Definitions of Permissible Transferee
Permissible Transferee means a transferee that, immediately prior to any transfer, has an Ownership Interest Percentage equal to (i) zero percentage points plus (ii) any percentage attributable to a prior transfer from, or attribution of ownership from, a Strategic Investor or another Permissible Transferee.
Permissible Transferee shall have the meaning set forth in Section ----------------------- 13.1(a). (y) "PersonPerson" means any individual natural person, estate, legal ------------ representative, trust, partnership, association, limited liability company, organization, firm, company or corporation, joint venture, any other business entity unincorporated or incorporated, any nation or any state or territory thereof or any public officer, agency, board or instrumentality thereof. (z) "ProfitProfit" or "LossLoss" shall mean for each taxable year, the ---------------------------- Company's taxable income or taxable loss for such taxable year, as determined under Section 703(a) of the Code and Section 1.703-1 of the Treasury Regulations (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or taxable loss), but with the following adjustments: (i) any tax-exempt income or Company expenditures described in Section 705(a)(2)(B) of the Code shall be taken into account in computing such taxable income or taxable loss; (ii) any item of income or gain required to be allocated specially to a Member under Section 6.2 hereof shall not be taken into account in computing such taxable income or taxable loss; and (iii) in lieu of the depreciation, amortization, gain or loss taken into account in computing such taxable income or loss, the Company shall compute such items based on the Book Value of Company property rather than its tax basis, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3). (aa) "Related Person" shall mean as set forth in Section 11.5.4, any Member, -------------- Manager or an Affiliate (or any member of a Member's, Manager's or Affiliate's immediate family). (ab) "Subsidiary" - any entity which the Company directly and indirectly has ---------- an equity interest in, and which at the date of this Agreement includes Durango Resort, LLC, DSC/Purgatory, LLC and Durango Mountain Land Company, LLC. (ac) "Treasury RegulationsTreasury Regulations" shall mean the Income Tax ------------------------------------------ Regulations issued by the Department of the Treasury. 2.
Permissible Transferee with respect to a transferor means an entity that succeeds to the Member with substantially similar beneficial owners (including a liquidating trust), spouse, parent, child, brother or sister of such Member, including a trust for the benefit of such persons and Affiliates of such persons. Any such Permissible Transferee shall execute a copy of and agree to be bound by this Agreement. (b) In order that the intention of the parties with respect to the transfer of Membership Interest shall not be frustrated, impaired or restricted by any proceeding resulting from or otherwise in respect of the encumbering of any Membership Interest, except with the prior written consent of holders of seventy percent (70%) of the outstanding Percentage Interests, no Member shall at any time encumber any Membership Interest unless in connection therewith the person to whom such Membership Interest is encumbered (the "Secured PartySecured Party") agrees that upon foreclosure upon such Membership Interest following any default with respect to the indebtedness or other obligation secured thereby, the Secured Party will promptly make or obtain from a third party a bona fide offer for such Membership Interest, and the other Members and the Company shall have the first right to purchase such Membership Interest at the price offered by such third party all of the encumbered Membership Interest upon such terms and conditions as if such third party had made an offer to purchase all of such Membership Interest at such price pursuant to the provisions of Section 13.2. The purchase price for such Membership Interest shall be paid thirty percent (30%) in cash at closing, with the balance being paid in five equal annual installments on the anniversary of the closing. Such outstanding balance shall be represented by a promissory note bearing interest at a variable rate of the 5-Year Treasury Bxxx rate (as set forth in the Wall Street Journal) plus three percent (3%) and shall be secured by the Membership Interest being acquired. 13.2
Permissible Transferee means any member of the immediate family of an Eligible Director, any trust, whether revocable or irrevocable, solely for the benefit of members of the Eligible Director's immediate family, or any partnership or limited liability company whose only partners or members are members of the Eligible Director's immediate family.
Permissible Transferee shall have the meaning set forth in section 8.4(b)(iii).
Permissible Transferee means any transferee party to a Permissible Transfer.
Permissible Transferee means any of the following: (1) a member of the Participant's Immediate Family; (2) a trust solely for the benefit of the Participant and/or the Participant's Immediate Family; and (3) a partnership or limited liability company whose only partners or members, as the case may be, are the Participant and/or Permissible Transferees as otherwise identified in this definition.