Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.
Exempted Transfers. Notwithstanding the foregoing, the first refusal and co-sale rights of the Eligible Investors and the Company set forth in Section 2 above shall not apply to any Transfer by a Selling Holder to an individual or entity that (a) is a partner, member, or other equity owner or retired partner, member or other equity owner of a Selling Holder that is a partnership so long as such Transfer is in accordance with partnership interests and made pursuant to the terms of such Selling Holder’s partnership agreement; (b) is a wholly-owned subsidiary of a Selling Holder that is a corporation, a parent corporation that owns all of the capital stock of the Selling Holder or the stockholders of such Selling Holder in accordance with their ownership of such Selling Holder; (c) is a member or former member of any Selling Holder that is a limited liability company so long as such Transfer is in accordance with their interest in the limited liability company and made pursuant to the terms of such Selling Holder’s limited liability company agreement; (d) is a spouse, child (natural or adopted), or any other direct lineal descendants of such Selling Holder (or his or her spouse) (each, a “Family Member”), or any custodian or trustee of any trust or any other corporation, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Selling Holder or any such Selling Holder’s Family Members; (e) subject to applicable securities laws, is an Affiliate of such Selling Holder; (f) subject to applicable securities laws, is an Affiliated partnership, limited liability company or fund managed by a Selling Holder or any of their respective directors, officers, partners or members; or (g) does not involve any change in beneficial ownership; provided, however, that in the event of any Transfer made pursuant to one of the exemptions provided above, (i) the Selling Holder shall inform the Company and the Eligible Investors of such Transfer prior to effecting it, and (ii) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement as if such transferee were an original Selling Holder hereunder, including without limitation Section 2 above. Such transferee shall be treated as a “Selling Holder” for purposes of this Agreement and such Capital Stock and Selling Holder shall be subject to all obligations and restrictions contained herein to the extent such obligations and restrictio...
Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2 shall not apply:
Exempted Transfers. Notwithstanding the foregoing, the First Refusal Right of the Corporation set forth in this Section 10 shall not apply to any transfer without consideration to any person or entity, directly or indirectly, controlling, controlled by or under common control with the Participant; provided that (A) the Participant shall inform the Corporation of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were the original participant hereunder. Such transferred Shares shall remain “Shares” hereunder, and such transferee shall be treated as the “Participant” for purposes of this Agreement.
Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3.5(a) through (d) shall not apply: (i) in the case of a Shareholder that is an entity, upon a transfer by such Shareholder pro rata to its stockholders, members, partners or other equity holders, (ii) in the case of a Shareholder that is an individual, upon a transfer of India Shares by such Shareholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other person approved by the board of directors of the Corporation, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Shareholder or any such Family Members, or (iii) to the use of any India Shares for any pledge, lien, security interest or other encumbrance in favor of one or more creditors in connection with any debt financing obtained by such Shareholder for or on behalf of Amira India; provided that, in the case of any transfer pursuant to clause (i) or (ii) above, that (A) such transfer is made pursuant to a transaction in which there is no more than de minimis consideration actually paid for such transfer and (B) the Permitted Transferee (as defined in Section 4.1) executes and delivers a joinder to this Agreement in accordance with Section 4.1.
Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, (i) the provisions of Sections 5.1 and 5.2 hereof shall not apply to any Proposed Transfer pursuant to ESOP Plan duly adopted pursuant to Section 7.2; and (ii) the provisions of Section 5.2 shall not apply to the transfer of Transfer Shares to any ROFR Holder by exercising its Right of First Refusal pursuant to Section 5.1.
Exempted Transfers. (a) The Purchaser shall be permitted to transfer ------------------ the Shares owned by it without complying with the provisions of this Section 2 solely in the event of transfer by the Purchaser to any Affiliate of the Purchaser (a "Permitted Transferee"), provided that any such Permitted Transferee shall have delivered to the Company the written agreement of such Permitted Transferee to be bound by all of the provisions of this Agreement to the same extent as the Purchaser. For the purposes of this Section, "Affiliate" shall mean any corporation, firm, partnership or other entity which directly or indirectly controls or is controlled by or is under common control with a party to this Agreement. "Control" means ownership, directly or through one or more affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any limited liability company or other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the Board of Directors of directors or equivalent governing body of a corporation or other entity.
Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of this Subsection 3.2 shall not apply: (a) in the case of a Holder that is an entity, upon a transfer by such Holder to its stockholders, members, partners or other equity holders, or (b) in the case of a Holder that is a natural person, upon a transfer by such Holder, either during his or her lifetime or on death by will or intestacy to his or her Immediate Family Member or any other relative approved by the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such Immediate Family Members; provided that in the case of clauses (a) or (b), the Holder shall deliver prior written notice to the Company of such pledge, gift or transfer and such shares of Transfer Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so transferred to the transferee).
Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5(a) and 5(b) shall not apply to: (i) bona fide gifts of Common Stock beneficially owned by Xxxxxxx to the immediate family members of Xxxxxxx or (ii) sales of Common Stock beneficially owned by Xxxxxxx sold under Xxxxxxx’ 10b5-1 plan which plan currently allows Xxxxxxx to sell up to 100,000 shares of Common Stock on a quarterly basis at a price per share of at least $1.40. Xxxxxxx shall have the irrevocable right to continue to have a 10b5-1 plan in accordance with applicable securities laws and any sales under such 10b5-1 plan shall continue to be Exempted Transfers. The Company shall take all Necessary Actions to enable Xxxxxxx to exercise his right to continue to have a 10b5-1 plan for so long as Xxxxxxx is a director or officer of the Company.
Exempted Transfers. Notwithstanding anything to the contrary, Sections 4.3 and 4.4 shall not apply to any proposed transfer of Preferred Shares and the Ordinary Shares converted from the Preferred Shares by the Preferred Shareholder to one or more of its affiliates, investment funds managed by the same management team of the Preferred Shareholder or any other persons or entities designated by the general partner of the Preferred Shareholder at such price, terms and conditions as may be agreed between the Preferred Shareholder and the transferee. Without the prior written consent of the Board (which shall include the consent of a simple majority of Preferred Directors), the Preferred Shareholders shall not transfer or dispose of any of its shares to a competitor of the Company as listed in Schedule 3 (the parties listed in Schedule 3, the “Competitors”) (the list of such Competitors may be reviewed and updated in good faith by the Board, which shall include the consents of a simple majority of the Preferred Directors including Series A Director), or to any third party acting on behalf of such Competitor.
