Exception for Certain Transfers. Notwithstanding anything to the contrary contained elsewhere in this Section, the transfer of any or all of the Shares by the Purchaser to his spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of the Purchaser, or to one or more trusts, retirement accounts, or other estate planning vehicles for the exclusive benefit of Purchaser or those members of Purchaser’s family specified in this Section, shall be exempt from the provisions of this Section; provided that, in each such case, the transferee(s) shall agree 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. S09-367 : GWK
Exception for Certain Transfers. Anything to the contrary contained in this Section notwithstanding, from the Effective Date through the first anniversary of the Effective Date, the transfer of Iveda Common Stock by the Chairman of the Board of Directors of MegaSys to not more than ten (10) employees of MegaSys shall be exempt from the provisions of this Section. In such case, the transferee or other recipient shall receive and hold the Iveda Common Stock so transferred subject to the provisions of this Agreement and such recipient shall be deemed a MegaSys Shareholder for purposes of this Section 5.10, and there shall be no further transfer of such Iveda Common Stock except in accordance with the terms of this Agreement. The costs for any transfer made pursuant to this Section 5.10(f) shall be paid by the transferee or other recipient of such Iveda Common Stock.
Exception for Certain Transfers. Notwithstanding anything to the contrary contained elsewhere in this Section, the transfer of any or all of the Shares by Holder to (i) a partner, retired partner or affiliated fund of such Holder which is a partnership, (ii) a member or former member or affiliated fund of such Holder which is a limited liability company, or (iii) a family member or trust for the benefit of such individual Holder, shall be exempt from the provisions of this Section; provided that, in each such case, the transferee(s) shall agree 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.
Exception for Certain Transfers. Notwithstanding anything to the contrary contained in this Section 6, the Company's right of first refusal shall not be applicable provided the Purchaser receives prior written consent from the Company to (i) a gratuitous transfer of the Shares made to the Purchaser's spouse or issue, including adopted children, or to a trust for the exclusive benefit of the Purchaser or the Purchaser's spouse or issue, (ii) a transfer of title to the Shares effected pursuant to the Purchaser's will or the laws of intestate succession or (iii) a transfer to the Company in pledge as security for any purchase-money indebtedness incurred by the Purchaser in connection with the acquisition of the Shares.
Exception for Certain Transfers. Notwithstanding anything to the contrary contained in this Agreement or any other agreement governing the Securities, COH shall be permitted to (i) hold the Securities for the beneficial ownership of certain inventors, employees, service providers and other affiliates under COH’s internal policies, and (ii) transfer the Securities and any securities underlying the Warrants to such inventors, employees, service providers, or affiliates or to any of its partners, affiliated venture capital funds, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners or any such person; provided that, (i) in each such case, the transferee agrees in writing to receive and hold the Securities and the securities underlying the Warrants so transferred subject to all of the provisions of this Agreement, and there shall be no further transfer of such Securities and the securities underlying the Warrants except in accordance with the terms of this Agreement and (ii) no opinion of counsel of COH shall be required in connection with transfers consummated in accordance with this Section 5.
Exception for Certain Transfers. The Warrant may be transferred ------------------------------- without the Company being offered the Right of First Refusal in the following transactions; provided that any Transferee shall agree to the terms of this Section 7 as to the Warrant:
(1) A Holder's transfer of the Warrant in whole or in part to the Company or to any shareholder of the Company.
(2) A Holder's transfer of the Warrant in whole or in part to a person who, at the time of such transfer, is an officer or director of the Company.
(3) A Holder's transfer of the Warrant in whole or in part pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate shareholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate shareholder.
(4) A transfer by a Holder which is a limited or general partnership to any or all of its partners or former partners or any professional employee (or entity of which such employees are the beneficiaries) of such partnership.
(5) A transfer by a Holder which is a corporation to any parent company of the Holder, or any majority-owned subsidiary of such parent company, provided that any such transferee does not derive a majority of its revenues from products or services that compete directly with products or services from which the Company derives a majority of its revenues.
(6) Any transfer by a Holder which is a limited liability company to any or all of its members or former members or any professional employee (or entity of which such employees are the beneficiaries) of such limited liability company. Any such transfer shall be made upon surrender of this Warrant together with the Assignment Form attached hereto properly endorsed.
Exception for Certain Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser or Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). As used herein, a person is deemed to be a “Spouse” if (i) the relevant person and the related party are married under the applicable law of the state or country at the time and place the marriage was entered into, or (ii) are registered as “domestic partners” or have entered into a civil union or comparable relationship in a state or nation that sanctions such unions by law, such relationship is valid pursuant to applicable law at the time the parties entered into the relationship, and such relationship has not been dissolved under the law of the state or nation in which such relationship was initially or is currently recognized, provided the following circumstances are true: (a) the relevant person and the Spouse reside together, are the sole spousal equivalent of the other and intend to remain so indefinitely, (b) neither are married to anyone else, both are at least 18 years of age and mentally competent to consent to contract, (d) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (e) they are jointly responsible for each other’s common welfare and financial “Immediate Family” as used herein shall mean Purchaser’s Spouse, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s Spouse, or the Spouse of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s Spouse. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.
Exception for Certain Transfers. Anything to the contrary contained in this Section notwithstanding, (i) the transfer of any or all of the Shares for no consideration by way of a gift to the spouse of the Selling Stockholder or to his or her lineal descendants, or to trusts for the benefit of his or her spouse or lineal descendants and (ii) the transfer of any or all of the Shares to the Company shall be exempt from the provisions of this Section if, in such case, the transferee, and the
Exception for Certain Transfers. This Section 1 shall not apply to shares transferred (i) by will or intestacy to the Selling Stockholder’s Immediate Family, (ii) to a trust for the benefit of the Selling Stockholder, (iii) to the Selling Stockholder’s Immediate Family as a gift, (iv) with respect to a Selling Stockholder which is a corporation, partnership or limited liability company, solely to its partners, limited partners, members or to any investment fund or other similar fund or investment vehicle affiliated with such Selling Stockholder and other than with respect to any investment fund or other similar fund or investment vehicle affiliated with such Selling Stockholder, the transaction is made for no consideration, (v) to another current Stockholder or Warrantholder or (vi) to any other person with the written consent of the Company (it being understood that such consent may be withheld for any reason or no reason); provided that (A) the Selling Stockholder shall inform the Company prior to effecting a transfer pursuant to one of the exemptions provided in clauses (i)–(v) of this Section 1(h), (B) each transferee or other recipient in a Permitted Transfer shall receive and hold the shares so transferred subject to the provisions of this Agreement, the Investor Rights Agreement and the Voting and Drag Along Agreement and (C) there shall be no further transfer of such shares except in accordance with the terms of this Agreement, the Investor Rights Agreement and the Voting and Drag Along Agreement. “Immediate Family” of an individual shall mean a spouse, lineal descendant or antecedent, father, mother, brother or sister of such individual. “Permitted Transfer” shall mean and refer to each of the transfers described in clauses (i) through (vi) of this Section 1(h) and “Permitted Transferee” shall have the correlative meaning to “Permitted Transfer”.
Exception for Certain Transfers. Anything to the contrary contained in this Section 2 notwithstanding, this Section 2 shall not apply to shares transferred in a Permitted Transfer, transferred to the Company as part of a redemption or repurchase or transferred to another current Stockholder or Warrantholder. In such case, the transferee or other recipient shall receive and hold the shares so transferred subject to the provisions of this Agreement, and there shall be no further transfer of such shares except in accordance with the terms of this Agreement.
