Exceptions to Restrictions. 12 SECTION 3.03.
Exceptions to Restrictions. The restrictions set forth in this Section 5 will not apply to any information which (i) is or becomes generally available to the public other than as a result of a breach of an obligation by the receiving party, (ii) is acquired from a third party who, to the recipient’s knowledge, owes no obligation of confidence with respect to the information or (iii) is or has been independently developed by the recipient.
Exceptions to Restrictions. The restrictions contained in this Clause 20 shall not apply to:
Exceptions to Restrictions. The provisions of Section 3.1 shall not apply to any of the following transfers:
(a) Any transfer approved by each of the Lead Stockholders.
(b) Any transfer from any Stockholder to one or more of its respective Permitted Assignees.
(c) Any transfer of Shares, or Common Stock or Preferred Stock issuable upon conversion of such Shares, in accordance with Article 4 or 5 hereof.
(d) Any bona fide pledge of the Shares, or Common Stock or Preferred Stock issuable upon conversion of such Shares, to a bank, financial institution or other lender.
Exceptions to Restrictions. Notwithstanding anything to the contrary contained in this Section 6.3, when an Event of Default has occurred and is continuing, no consent of the Lessee shall be required in respect of an assignment by the Lessor of all or any part of its rights and obligations under or with respect to the Leases and the other Operative Documents to any third party (whether or not a Permitted Transfer), provided, that unless (i) an Event of Default described in clause (h) or (i) of the definition thereof shall have occurred and be continuing, (ii) the Lease Balance shall have been accelerated in accordance with the Lease, or (iii) an Event of Default shall have occurred and be continuing at the Final Maturity Date, in each case under any Lease, Lessor shall not make such an assignment to a Person who fails to deliver not less than ten
Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.01 hereof shall not apply to any of the following:
(a) a Transfer by a Shareholder of Common Stock to one of its Permitted Transferees; provided that such Permitted Transferee shall agree to execute a Joinder Agreement in the form annexed hereto as Exhibit A (the "Joinder Agreement");
(b) a Transfer of Common Stock by a Shareholder in accordance with Sections 4.02 and 4.03 of this Agreement;
(c) a Transfer by a Shareholder after such Shareholder has complied with Section 4.01; provided that the Transferee shall agree to execute a Joinder Agreement; and
(d) a Transfer of Common Stock by a Shareholder pursuant to an effective registration statement under the 1933 Act or a Transfer pursuant to Rule 144 under the 1933 Act.
Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 4.01 hereof shall not apply to any of the following:
(a) a Transfer of some or all of the Holders' Securities pursuant to a bona fide underwritten public offering;
(b) a Transfer of some or all of the Holders' Securities as permitted under Rule 144 of the Securities Act in an unsolicited "broker's transaction" (as defined in Rule 144) on a securities exchange in compliance with the volume limitations of Rule 144 where WGI has no knowledge that the purchaser of such Securities is any of the Persons described in subsections 4.01(b)(i), (ii) or (iii) above;
(c) a Transfer of some or all of the Holders' Securities in any Business Combination or Recapitalization which is recommended to shareholders of CB&I by the Supervisory Board;
(d) a Transfer of some or all of the Holders' Securities to an Affiliate of WGI, provided that such Affiliate shall agree to the provisions of this Agreement and WGI will remain liable for the performance by such Affiliate of its obligations under this Agreement;
(e) a Transfer of some or all of the Holders' Securities in connection with a pledge or hypothecation to a financial institution to secure a bona fide loan; provided, however, that any foreclosure or enforcement of such pledge or hypothecation by the pledgee shall be subject to the procedures set forth in Article V; and
(f) a Transfer or Transfers, once per calendar quarter, to any Institutional Investor which, together with its Affiliates as a result of such Transfer, would beneficially own Securities not representing more than 5% of Voting Securities.
Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.1 hereof shall not apply to any of the following:
(a) a Transfer of some or all of the Vail Equity pro rata to all of the holders of common stock of Foods as a dividend or distribution, in redemption of the Foods Stock or pursuant to a similar transaction;
(b) a Transfer of some or all of the Vail Equity to an Affiliate of Foods, provided that such Affiliate (i) shall agree to be bound by and subject to the provisions of this Agreement, (ii) Foods shall remain liable for the performance by such Affiliate of its obligations under this Agreement and (iii) such Affiliate shall have executed and delivered to Vail the guaranty required by Section 5.14 of the Purchase Agreement;
(c) a Transfer of some or all of the Vail Equity in accordance with Section 5.1 or 5.3 of this Agreement;
(d) a Transfer of some or all of the Vail Equity in any tender offer, self-tender, exchange offer, going private transaction or other transaction involving a Transfer which is recommended to shareholders of Vail by at least a majority of the Board of Directors of Vail;
(e) subject to Section 4.1, a Transfer of some or all of the Vail Equity with the prior written consent of a majority of the Board of Directors of Vail;
(f) subject to Section 4.1, a Transfer of some or all of the Vail Equity pursuant to Rule 144 of the Securities Act if an IPO has not been consummated by December 31, 1998; (g) subject to Section 4.1, a Transfer of some or all of the Vail Equity if an IPO has not been consummated by December 31, 1998 and such transferee agrees to be bound by the terms of this Agreement; and
Exceptions to Restrictions. 8 Section 3.3. Binding Effect on Transferees.....................9 Section 3.4. Notifications Regarding Transfers.................9 Section 3.5. Restrictions on Conversion........................9
Exceptions to Restrictions. The provisions of Section 4.1 and Article V shall not apply to any of the following Transfers by Xxxxxxx:
(a) to any member of the immediate family (spouse, parent or children) of Xxxxxxx;
(b) A Sale of Control of both of the Companies approved by the Stockholders as a Material Decision in accordance with Section 3.4 of this Agreement; or
(c) subject to the compliance with all of the other provisions of this Agreement (including Article V below), the waiver of the Transfer Restrictions in Section 4.1 by the Corporation.
