Excepted Transfers. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer without any additional consideration of, or grant of a security interest in, this Warrant or any part hereof (i) to a partner of the holder if the holder is a partnership, (ii) by the holder to a partnership of which the holder is a general partner, or (iii) to any affiliate of the holder if the holder is a corporation; provided, however, in any such transfer, the transferee shall on the Company's request agree in writing to be bound by the terms of this Warrant as if an original signatory hereto.
Excepted Transfers. The provisions of Sections 6(a) and (b) shall not apply to a voluntary assignment, bequest or testamentary transfer, in trust or otherwise, by the Recipient (or upon the Recipient’s death, a subsequent transfer incident to such death pursuant to a will or a trust, or occurring by operation of law, effected by the heirs, personal representatives, or trustees of the Recipient having authority to transfer the Vested Shares in question), which is (i) to or for the benefit of any member of the Recipient’s immediate family, specifically the Recipient’s spouse, parents and grandparents, children and their direct descendants, brothers and sisters, nieces, nephews and their direct descendants and the spouses of any of them; (ii) to a corporation, partnership, limited liability company or other business entity, at least fifty-one percent (51%) of each class of the voting stock or other voting interests of which is owned by the Recipient and/or one or more of the individuals described in clause (i) above; or (iii) to a trust, the beneficiaries of which are any of the individuals or entities described in clauses (i) or (ii) above. In the event that the Recipient transfers any Vested Shares pursuant to this Section 6(d), the Recipient shall continue to be subject to all of the terms and provisions of this Section 6 with respect to any remaining present or future interest whatsoever he may have in the transferred Vested Shares, and, further provided that any Vested Shares transferred pursuant to this subsection (d) shall continue to be subject to the restrictions contained in this Section 6 and the transferee of any such Vested Shares shall likewise be subject to all such terms and conditions of this Section 6 as though such transferee were a party hereto.
Excepted Transfers. The provisions of Sections 7(a) and (b) shall not apply to transfers by the Optionee, either during his or her lifetime or upon his or her death, to his or her spouse and/or lineal descendants, to the trustee of any trusts for the sole benefit of the Optionee and/or the Optionee’s spouse and/or the Optionee’s lineal descendants; provided, however, that during the Restricted Period the Optionee shall continue to be subject to all of the terms and provisions of this Section 7 with respect to any remaining present or future interest whatsoever he or she may have in the transferred Restricted Securities, and, further provided that during the Restricted Period any shares transferred pursuant to this subsection (e) shall continue to be treated as Restricted Securities and the transferee of any such Restricted Securities shall likewise be subject to all such terms and conditions of this Section 7 as though such transferee were a party hereto.
Excepted Transfers. If the proposed transfer will not result in a change of control and is to or among owners of Franchisee or to or among the immediate family members of Franchisee, Sub-Sections (i), (ii), (iv), and (v) of Section 12.04 shall not apply and Sub-Section (xi) of Section 12.04 shall not apply to good faith transfers by gift, bequest, or inheritance.
Excepted Transfers. If the Investor shall make a Transfer of Common Stock in an Excepted Transfer, no transferee in such Transfer shall become entitled to the rights or subject to the obligations of the Investor hereunder unless mutually agreed by the Investor and WWC.
Excepted Transfers. If WWC shall make an Excepted Transfer, no transferee in such Transfer shall become entitled to the rights, or subject to the obligations, of the Investor hereunder unless mutually agreed by the Investor and WWC.
Excepted Transfers. (a) Notwithstanding the other provisions of this Agreement, a Shareholder may sell, transfer, distribute (including a distribution by a trust, partnership or other entity), donate, assign, appoint or otherwise dispose of Class B Shares to a “Permitted Transferee”, voluntarily or involuntarily, without causing a Purchase Right to arise under Section 3 in favor of any person and without causing a conversion under Section 6 of Class B Shares into Class A common shares of the Company.
Excepted Transfers. The provisions of Sections 10(b) and (c) shall not apply to transfers by the Optionee to his or her spouse, lineal descendants or the trustee of trusts for their benefit, PROVIDED, HOWEVER, that during the Restricted Period the Optionee shall continue to be subject to all of the terms and provisions of this Section 10 with respect to any remaining present or future interest whatsoever the Optionee may have in the transferred Restricted Shares, and, FURTHER PROVIDED that during the Restricted Period any shares transferred pursuant to this subsection (e) shall continue to be treated as Restricted Shares and the transferee of any such Restricted Shares shall likewise be subject to all such terms and conditions of this Section 10 as though such transferee were a party hereto.
Excepted Transfers. Notwithstanding anything to the contrary in the other sections of this Article 13:
(a) (i) CF Turul LLC (“CF Turul”), an affiliate of Fortress Investment Group LLC, an entity treated for U.S. tax purposes as a “partnership” and currently the holder of [32,994,740 shares]2 of Common Stock (the “CFT Shares”), and (ii) its direct and indirect members, may make one or more distributions of the CFT Shares or membership interests in CF Turul (other than CFT Shares permitted to be Transferred pursuant to the other CF Turul Exceptions) (such distributions described in this Section 13.4(a), the “CFT Distributions,” and such distributed CFT Shares or membership interests in CF Turul, the “CFT Distributed Property”) to the direct and indirect members of CF Turul which are investment funds and accounts (including their subsidiaries) managed by Fortress Investment Group LLC and/or its investment advisory affiliates (each such Fortress-managed fund and account, a “Fortress Fund”), and by such Fortress Funds to the ultimate owners that are (x) general partners of such Fortress Funds, and (y) direct investors in such Fortress Funds that are not entities sponsored by Fortress Investment Group LLC (or the nominees, custodians, or trustees of such direct investors, including any liquidating trust or similar vehicle created to hold CFT Distributed Property on behalf of direct investors who are precluded from receiving or holding such CFT Distributed Property due to applicable law, regulation, standing internal policy or other, similar constraints) (all such general partners of and direct investors in such Fortress Funds, the “Ultimate Owners”); provided, however, that (A) any such CFT Distributions may be made only on a substantially pro rata basis from CF Turul to its direct and indirect members in their capacity as members, partners, owners, or shareholders, successively, to the Ultimate Owners; (B) such Fortress Funds may directly or indirectly hold, rather than distribute, CFT Shares or membership interests in CF Turul (that otherwise would be distributable to Ultimate Owners hereunder) on behalf of such Ultimate Owners who do not receive such Distribution, provided that such Fortress Funds that hold such CFT Shares shall not make a Disposition of such CFT Shares or membership interests in CF Turul prior to the Expiration Date (as defined below), other than to distribute such CFT Shares to the Ultimate Owners; (C) prior to the Expiration Date, no CFT Distributions may be ...
Excepted Transfers. The provisions of Sections 12.3 and 12.4 above ------------------ shall not apply to transfers by Optionee to his spouse, lineal descendants or trustees in trust for their benefit or his own benefit; provided, however, that Optionee shall continue to be subject to all of the terms and provisions of this Section 12 with respect to any remaining present or future interest whatsoever he may have in such of the transferred Restricted Shares, and further provided that the transferee of any such Restricted Shares shall likewise be subject to all such terms and conditions of this Section 12 as though such transferee were a party hereto.
