Certain Events Not Deemed Transfers. Except as contemplated by Section 3.3, in no event shall any of the following constitute a transfer of Common Shares for purposes of Section 3.1, 3.2 or 3.3 or be subject to the terms hereof: (a) an exchange, reclassification or other conversion of Common Shares into any cash, securities or other property pursuant to a merger, consolidation or recapitalization of the Company or any Subsidiary with, or a sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person or (b) a conversion of outstanding Common Share Equivalents into Common Shares in accordance with the terms thereof.
Certain Events Not Deemed Transfers. In no event shall any exchange, reclassification, or other conversion of shares into any cash, securities, or other property pursuant to a merger or consolidation of the Company or any Subsidiary with, or any sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person constitute a Significant Sale of shares of Common Stock by the HMC Group for purposes of Section 4.1 or 4.2. In addition, Sections 4.1 and 4.2 hereof shall not apply to any transfer, sale, or disposition of shares of Common Stock solely among members of the HMC Group.
Certain Events Not Deemed Transfers. In no event shall any of the following constitute a transfer of shares of Common Stock for purposes of Sections 4.1, 4.3, 4.4, 4.5 or 4.9 or be subject to the terms hereof: (i) an exchange, reclassification or other conversion of shares of Common Stock into any cash, securities or other property pursuant to a merger, consolidation or recapitalization of the Company or any Subsidiary with, or a sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person; or (ii) an exercise or conversion of Common Stock into shares of Common Stock in accordance with the terms thereof.
Certain Events Not Deemed Transfers. In no event shall Section 3.7 or 3.8 hereof be applicable in connection with any exchange, reclassification, or other conversion of Partnership Interests into any cash, securities, or other property pursuant to a merger or consolidation of the Partnership with, or any sale or Transfer by the Partnership of all or substantially all its assets to, any Person, including without limitation a Liquidity Event.
Certain Events Not Deemed Transfers. In no event shall any (i) exchange, reclassification, or other conversion of shares into any cash, securities, or other property pursuant to a merger or consolidation of the Company or any Subsidiary with, or any sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person, or (ii) statutory share exchange involving, or recapitalization of, the Company or any Subsidiary in which holders of Common Stock are treated substantially the same or (iii) transfer by a Holder pursuant to an effective registration statement pursuant to Section 4.1 or Section 4.2 hereof, or (iv) transfer by a Holder pursuant to Rule 144 under the Securities Act, constitute a Transfer of shares of Common Stock by the HMC Group or the Existing Stockholders for purposes of Section 4.1 or Section 4.2. In addition, Sections 4.1 and 4.2 hereof shall not apply to any transfer, sale, or disposition of shares of Common Stock solely among members of (i) the HMC Group as a group or (ii) the Existing Stockholders as a group.
Certain Events Not Deemed Transfers. In no event shall any of the following constitute a transfer of shares or Transfer Restricted Equivalents for purposes of Section 3.1: an exchange, reclassification or other conversion of shares into any cash, securities or other property pursuant to (i) the terms of such security providing for exchange or conversion thereof, (ii) a merger, consolidation or recapitalization of the Corporation or any Subsidiary with any person or entity, or (iii) a sale or transfer by the Corporation or any Subsidiary of all or substantially all its assets to any person or entity.
Certain Events Not Deemed Transfers. Sections 4.02 and 4.03 shall not apply to any Corporate Transaction or Public Offering and Sections 4.02, 4.03 and 4.04 shall not apply to any Transfer by a Stockholder of Company Securities to a Permitted Transferee of such Stockholder or in a Public Offering.
Certain Events Not Deemed Transfers. In no event shall any exchange, reclassification, or other conversion of shares into any cash, securities, or other property pursuant to a merger or consolidation of the Company or any Subsidiary with, or any sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person constitute a Significant Sale of shares of Common Stock by HMTF for purposes of Section 4.2 or 4.3. In addition, Sections 4.2 and 4.3 hereof shall not apply to any transfer, sale, or disposition of shares of Common Stock solely among HMTF and its Affiliates.
Certain Events Not Deemed Transfers. In no event shall any exchange, reclassification, or other conversion of Units into any cash, securities, or other property pursuant to a merger or consolidation of the Partnership with, or any sale or Transfer by the Partnership of all or substantially all its assets to, any Person constitute a Tag Sale for purposes of Section 11.05 of this Agreement. In addition, Section 11.05 of this Agreement shall not apply to any Transfer, sale or disposition of Units to an Affiliate of a Partner.
Certain Events Not Deemed Transfers. In no event shall any exchange, reclassification, or other conversion of shares into any cash, securities, or other property pursuant to a merger or consolidation of the Company or any Subsidiary with, or any sale or transfer by the Company or any Subsidiary of all or substantially all its assets to, any Person constitute a Significant Drag Sale of shares of Securities by the HMTF Group for purposes of Section 4.2 or a Significant Tag Sale of shares of Securities by any Holder for purposes of Section 4.3. In addition, Sections 4.2 and 4.3 hereof shall not apply to any Transfer of shares of Securities (a) solely among members of the HMTF Group and/or the BSMB Group, (b) by the BSMB Group or the HMTF Group to an Initial Permitted Transferee as long as the BSMB Group or the HMTF Group, as the case maybe, agrees with any Holder which would otherwise participate in such Significant Tag Sale that it shall not permit the irrevocable proxy granted by the Initial Permitted Transferee to be directly or indirectly exercised by any other Person and that such proxy shall remain in force, or (c) by Henrx xx a Henrx Xxxily Member (i) by will or the laws of descent and distribution or (ii) by gift without consideration of any kind (a "Family Transfer").
