Exception for Certain Transfers Clause Samples
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Exception for Certain Transfers. Notwithstanding anything to the contrary contained elsewhere in this section, the transfer of any or all of the Shares:
(1) if Holder is an entity, 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; or
(2) if Holder is an individual, during the Holder’s lifetime or on the Holder’s death by will or intestacy to (i) the Holder’s spouse or domestic partner; (ii) the Holder’s lineal descendants or antecedents, siblings, aunts, uncles, nieces and nephews (including adoptive relationships and step relationships), and their spouses or domestic partners; (iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews of Holder’s spouse or domestic partner (including adoptive relationships and step relationships), and their spouses or domestic partners; 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. For purposes of this Agreement, a person will be deemed to be a “domestic partner” of another person if the two persons (1) reside in the same residence and plan to do so indefinitely, (2) have resided together for at least one year, (3) are each at least 18 years of age and mentally competent to consent to contract, (4) are not blood relatives any closer than would prohibit legal marriage in the state in which they reside, (5) are financially interdependent, as demonstrated to the reasonable satisfaction of the Company and (6) have each been the sole spouse equivalent of the other for the year prior to the transfer and plan to remain so indefinitely; provided that a person will not be considere...
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. 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 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. 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 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. 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 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. 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.
Exception for Certain Transfers. Anything to the contrary contained in this Section 4(a) notwithstanding, the transfer of any or all of the Shares to any stockholder, member, partner or other equity holder of Holder or any affiliate thereof, shall be exempt from the provisions of this Section 4(a). In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 4, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 4.