Exempt Transfer. (a) No employee shall be transferred to a position outside the bargaining unit without the employee’s consent unless there is no other employee who is qualified to perform the work, in which case the employee shall be transferred outside the scope of the bargaining unit but shall retain all rights and privileges and protections under the Collective Agreement.
Exempt Transfer. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Article 5 shall not apply to a Transfer by a Unitholder of all or part of its Units to an Affiliate, provided, however, that any such Transfer shall be in accordance with each of the following terms:
Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt Transfers":
Exempt Transfer. Landlord acknowledges and agrees that the execution and delivery of the Sublease constitutes an Exempt Transfer to an Affiliate for which no consent of the Landlord is required. The Sublease, however, is subject and subordinate to the Lease, and, except as provided in this Agreement, Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease.
Exempt Transfer. The following transactions shall constitute "Exempt Transfers" for the purpose of Section 2(b): (i) a Transfer of Company Securities by a Holder to the Company, (ii) a Transfer by a Holder of Company Securities by will or intestate succession to such Holder's executor's, administrators, testamentary trustees, legatees or beneficiaries, (iii) a Transfer of Company Securities by a Holder to any Related Party (as defined below) of such Holder, (iv) a Transfer of Company Securities by a Holder to the public pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 promulgated thereunder, (v) a Transfer of Company Securities that has been approved in writing as an Exempt Transfer by the holders of a majority of the outstanding Common Stock and the holders of a majority of the outstanding shares of Series A Preferred Stock, par value $.0l per share, of the Company; or (vi) a Transfer of Company Securities from one of the Holders to another of the Holders.
Exempt Transfer. To the extent that Article X of the Company Certificate is applicable to the entry by Parent and the Stockholders into this Agreement and the performance of their respective obligations hereunder, each of the Stockholders hereby irrevocably and unconditionally designates Parent as an Exempt Transferee (as defined in the Company Certificate) for purposes of Article X of the Company Certificate.
Exempt Transfer. As used herein, the term “Exempt Transfer” shall mean a Transfer between a Stockholder and either (a) any Person that, directly or indirectly, through one or more intermediaries, has voting control of, is controlled by, or is under common voting control with, such Stockholder; (b) with respect to natural persons, such Stockholder’s spouse, parents, children, siblings and/or grandchildren; (c) a trust, corporation, partnership or other entity, whose beneficiaries, stockholders, partners, or owners, or other Persons holding a controlling interest, consist of such Stockholder and/or such other Persons referred to in the immediately preceding clauses (a) or (b); (d) with respect to any Stockholder that is a partnership, a limited partnership, a limited liability company or a corporation, such Stockholder’s partners, members or stockholders; or (e) the Company pursuant to the terms of an employment agreement, stock option agreement or similar agreement between such Stockholder and the Company; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (a), (b), (c) and (d), (i) the Stockholders shall inform the Company of such transfer and (ii) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, as applicable.
Exempt Transfer. The term “Exempt Transfer” shall have the meaning set forth in the Securityholders Agreement.
Exempt Transfer. Section 6.1(b), Section 6.2 and Section 6.3 shall not apply to any Transfer of Equity Securities (i) to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship by any employee of the Group Companies (other than the Founders), (ii) by a Shareholder to its Permitted Transferee, provided that adequate documentation therefor is provided to the holders of Preferred Shares to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement by executing a Deed of Adherence; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereof, or (iii) any Transfer in connection with a Series B Drag Sale (as defined in the Articles) or a Series A Drag Sale (as defined in the Articles) (each, an “Exempt Transfer”).
Exempt Transfer. The following transactions shall constitute "Exempt Transfers" as that term is used in this Section 2: (a) a Transfer to the Company; (b) a Transfer entirely between or among any of the Shareholders executing this Agreement; (c) a Transfer by will or intestate succession to a Shareholder's executors, administrators, testamentary trustees, legatees or beneficiaries; (d) a Transfer to a Shareholder's immediate family members or to a Michigan revocable inter-vivos trust, of which a Shareholder is the grantor, or another entity controlled by such Shareholder formed primarily for estate planning purposes for the benefit of said Shareholder (and/or his spouse, children, grandchildren, parents and/or siblings) (the parties identified in (c) and (d), or any one of them are hereinafter collectively referred to as "Permitted Transferees"); or (e) a Transfer in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or pursuant to Rule 144 promulgated thereunder.
