Exceptions to Restrictions on Transfer. (a) The restrictions on transfers of the Shares provided for in Section 2.1 shall not prohibit the transfer by any Stockholder of any or all of the Shares owned by such Stockholder (i) to any person by his or her last will and testament duly admitted to probate, or pursuant to applicable laws of intestacy, (ii) to the parents, spouse, siblings, nieces or nephews of the Stockholder or his or her spouse or a trust for the benefit of any or all of such persons, (iii) to one or more of his or her lineal descendants or their respective spouses or to a trustee or guardian for the benefit of such lineal descendant(s) or his or her spouse, (iv) into a trust for the benefit of such Stockholder and the members of his or her immediate family, (v) to any affiliate of such Stockholder directly or indirectly wholly-owned and controlled by him or her or (vi) to any other Stockholder; provided, however, that in all cases, the Shares so transferred will continue to be subject to all of the terms, covenants and conditions of this Agreement (other than Article IV) except that the provisions of this Article II shall not apply to such Shares if the Restricted Period has expired or if the provisions of this Article II have terminated pursuant to Section 5.1 hereof.
Exceptions to Restrictions on Transfer. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (A) any transfers by a 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; provided in any such case that such transfer is in compliance with all federal and state securities laws, and such transferee agrees in writing to be subject to the terms of this Section 3 to the same extent as if he/she/it were an original Holder hereunder, or (B) for any transfers in compliance with Rule 144, except in unusual circumstances.
Exceptions to Restrictions on Transfer. Notwithstanding anything to the contrary in Section 1.2(a), any holder of a Covered Security will be permitted to Transfer all or any part of such holder’s Covered Securities:
Exceptions to Restrictions on Transfer. Notwithstanding anything to the contrary in Section 1.2(a), Gxxx Sponsor will be permitted to Transfer any Tranche I Founder Shares, Tranche II Founder Shares and the Deferred Founder Shares (provided, in the case of its Deferred Founder Shares, for so long as such Deferred Founder Shares are subject to the vesting conditions specified in Section 1.1) as follows:
Exceptions to Restrictions on Transfer. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a Transfer without consideration by a holder of Registrable Shares as to which such Transfer the provisions of Section 3 of Article III do not apply, provided the transferee agrees in writing to be subject to the terms of this Article VI to the same extent as if the transferee were an original holder of Registrable Shares hereunder.
Exceptions to Restrictions on Transfer. Notwithstanding anything to the contrary in Section 1.2(a), each Insider Holder will be permitted to Transfer Promote Shares or Private Placement Warrants:
Exceptions to Restrictions on Transfer. Notwithstanding anything to the contrary in Section 1.2(a), Gxxx Sponsor will be permitted to Transfer any Owned Securities (provided, in the case of its Deferred Founder Shares, for so long as such Deferred Founder Shares are subject to the vesting conditions specified in Section 1.1) as follows:
Exceptions to Restrictions on Transfer. 4.1 Notwithstanding the restrictions on transfer set forth in SECTION 1, or the rights of first refusal and co-sale rights set forth in SECTIONS 2 and 3 of this Agreement, any "Xxxxx Stockholder" may transfer, by sale, gift or otherwise, all or any part of their Restricted Shares, to any other Xxxxx Stockholder. For this purpose, a Xxxxx Stockholder shall mean and include (i) Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxx or Xxxxx Xxxxx, individually or as a trustee, (the "Rubios"), (ii) any lineal descendant of a Xxxxx, and (iii) any trust or other entity in which substantially all of the beneficial ownership interests are held, directly or indirectly through one or more intermediaries, by any one or more Rubios or lineal descendant of a Xxxxx.
Exceptions to Restrictions on Transfer. If the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the issued and outstanding Common Shares, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the issued and outstanding Common Shares or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the shareholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity), then notwithstanding anything contained herein to the contrary, any Shares transferred or assigned by St. Xxxxxx pursuant to such definitive agreement or tender offer or exchange offer shall not be subject to the obligations of St. Xxxxxx under this Agreement (including the Put Option, the Call Option and the restrictions in Article III and Article IV).
Exceptions to Restrictions on Transfer
