Common use of Exception for Certain Family Transfers Clause in Contracts

Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares during the Holder’s lifetime or on the Holder’s death by will or intestacy to (i) the Holder’s spouse; (ii) the Holder’s lineal descendants or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this section; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transferee.

Appears in 8 contracts

Samples: Compound Library and Option Agreement (Unity Biotechnology, Inc.), License Agreement (Unity Biotechnology, Inc.), Compound Library and Option Agreement (Unity Biotechnology, Inc.)

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Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares during the Holder’s lifetime (except in connection with a divorce, dissolution, legal separation or annulment), or on the Holder’s death by will or intestacy intestacy, to (i) the Holder’s spouse; (ii) the Holder’s lineal descendants , child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) to a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this section; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transferee.

Appears in 6 contracts

Samples: Restricted Stock Purchase Agreement (Oracle Corp), Restricted Stock Purchase Agreement (Invitae Corp), Restricted Stock Purchase Agreement (Invitae Corp)

Exception for Certain Family Transfers. Notwithstanding anything contained in this Section 3(a) to the contrary contained elsewhere in this sectioncontrary, the transfer of any or all of the Shares during the HolderPurchaser’s lifetime or on the HolderPurchaser’s death by will or intestacy to (i) the HolderPurchaser’s spouse; (ii) the Holder’s lineal descendants Immediate Family or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) a trust or other similar estate planning vehicle for the benefit of the Holder Purchaser or any such person, Purchaser’s Immediate Family shall be exempt from the provisions of this section; provided thatSection 3(a). “Immediate Family” as used herein shall mean any child, in each stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, uncle, aunt, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any person sharing Purchaser’s household (other than a tenant or an employee). In such case, the transferee agrees in writing to or other recipient shall receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this sectionSection 3, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided furtherSection 3. Notwithstanding anything in this Agreement, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three (3) transfers may be made pursuant to this sectionSection 3(a)(vi), including all transfers by the Holder and all transfers by any transferee.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Viking Therapeutics, Inc.), Founder Common Stock Purchase Agreement (Viking Therapeutics, Inc.), Common Stock Purchase Agreement (Viking Therapeutics, Inc.)

Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares during the Holder’s lifetime or on the Holder’s death by will or intestacy to to (i) the Holder’s spouse; (ii) the Holder’s lineal descendants or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this section; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transferee.

Appears in 2 contracts

Samples: Exclusive License Agreement (Unity Biotechnology, Inc.), Exclusive License Agreement (Unity Biotechnology, Inc.)

Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this sectionSection 7, the transfer of any or all of the Shares during the Holder’s lifetime (except in connection with a divorce, dissolution, legal separation or annulment), or on the Holder’s death by will or intestacy intestacy, to (i) the Holder’s spouse; (ii) the Holder’s lineal descendants , child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) to a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this sectionSection 7; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this sectionSection 7, and there shall be no further transfer of such Shares except in accordance with the terms of this sectionAgreement; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this sectionSection 7, including all transfers by the Holder and all transfers by any transferee.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (SpineEx, Inc.), Restricted Stock Purchase Agreement (Ohr Pharmaceutical Inc)

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Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares during the Holder’s 's lifetime or on the Holder’s 's death by will or intestacy to (i) the Holder’s 's spouse; (ii) the Holder’s lineal descendants , child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) to a trust or other similar estate planning vehicle for the benefit of the Holder or any such person, shall be exempt from the provisions of this section; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Stock Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transferee.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (NewCardio, Inc.)

Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the Purchaser may transfer of any or all of the Shares during the HolderPurchaser’s lifetime or on the HolderPurchaser’s death by will or intestacy to (i) the HolderPurchaser’s spouse; (ii) the HolderPurchaser’s lineal descendants or antecedents, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships), and their spouses; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of HolderPurchaser’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) a trust or other similar estate planning vehicle for the benefit of the Holder Purchaser or any such person, shall be exempt from the provisions of this section; or (v) any charitable or non-profit entity for charitable purposes; provided that, in each such case, the transferee agrees in writing to receive and hold the Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this section, and there shall be no further transfer of such Shares except in accordance with the terms of this section, such transferee grants to any member of the Board of Directors of the Issuer an irrevocable proxy referenced in Section 10, and shall execute a Charge Over Shares referenced in Section 7; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder Purchaser and all transfers by any transferee.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Introgen Therapeutics Inc)

Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained elsewhere in this sectionSection 8, the transfer of any or all of the Offered Shares during the Selling Holder’s lifetime or on the Selling Holder’s death by will or intestacy to (i) the Holder’s spouse; , child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, domestic partner sharing the same household (ii) the Holder’s lineal descendants or antecedentscollectively, siblings, aunts, uncles, cousins, nieces and nephews (including adoptive relationships and step relationships“Permitted Family Members”), and their spouses; (iii) the lineal descendants university or antecedentscharitable organization, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse (including adoptive relationships and step relationships), and their spouses; and (iv) to a trust or other similar estate planning vehicle for the benefit of the Selling Holder or any such person, or, if the Selling Holder is a trust, to the Permitted Family Members of the beneficiaries of the trust or to a trust in which any of the Permitted Family Members constitute all of the beneficiaries, shall be exempt from the provisions of this sectionSection; provided that, in each such case, the transferee agrees shall agree in writing to receive and hold the Offered Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this sectionSection, and there shall be no further transfer of such Shares shares except in accordance with the terms of this section; and provided further, that without the prior written consent of the Company, which may be withheld in the sole discretion of the Company, no more than three transfers may be made pursuant to this section, including all transfers by the Holder and all transfers by any transfereeSection.

Appears in 1 contract

Samples: Stockholders Agreement (Digital Music Group, Inc.)

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