Exceptions to Right of Co-Sale Sample Clauses

Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply ------------------------------ to Permitted Transfers.
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Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to a permitted transfer pursuant to Section 2.2 (b) or a pledge of shares by any Selling Ordinary Holder that creates a mere security interest, provided the pledgee agrees to be bound by the terms of this Agreement.
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Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to (i) Transfers to Affiliates, members, advisors, employees, consultants and partners of the Genstar Parties provided that such Transfer does not result in a Change of Control, (ii) Transfers to other Stockholders or their Affiliates provided that such Transfer does not result in a Change of Control, (iii) Transfers made pursuant to a registered Public Offering or pursuant to Rule 144 under the Securities Act, (iv) Transfers in the form of dividends or distributions (whether upon liquidation or otherwise) by a Genstar Party or a Genstar Affiliate to its current or former partners, members of stockholders (and any subsequent transfers by such current or former partners, members or stockholders) pursuant to the terms of the partnership, limited liability company or other applicable agreement, or (v) Transfers not for value, or (vi) Transfers to directors, officers or employees of the Company or its subsidiaries; provided that, in the case of clauses (i), (ii) and (v) above, the transferee agrees in writing to be bound by the provisions of this Agreement applicable to a Genstar Party; provided further that, in the case of clause (vi) above, the transferee agrees in writing to be bound by the provisions of this Agreement applicable to a Management Stockholder or Non-Management Stockholder, as applicable."
Sample 1
Exceptions to Right of Co-Sale. The LLC Right of Co-Sale shall not apply to Transfers to Affiliates of a Securityholder, Transfers between Institutional Investors or to partners of an Institutional Investor. The provisions of this SECTION 8.5 shall terminate upon any initial public offering or listing of Securityholder Securities.
Sample 1
Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to (i) Transfers among the WP Parties (or any of them) or to any of the Affiliates of the WP Parties, (ii) Transfers to other Shareholders or their respective Affiliates, (iii) Transfers made pursuant to a registered public offering pursuant to the Registration Rights Agreement, (iv) Transfers in the form of dividends or distributions (whether upon liquidation or otherwise) by the WP Parties or any of their respective Affiliates to its or their current or former partners, members or stockholders (and any subsequent transfers by such current or former partners, members or stockholders) or (v) Transfers not for value; provided that, in the case of clauses (i), (ii) and (v) above, the transferee agrees in writing to be bound by the provisions of this Agreement applicable to the WP Parties by executing and delivering the joinder to this Agreement in the form attached hereto as Exhibit B.
Sample 1
Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to Transfers to Affiliates of a Securityholder or to an Indirect Owner of Carrier One. The provisions of this SECTION 8 shall terminate upon an initial public offering of Securityholder Securities. (a) CERTAIN RIGHTS OF CO-SALE IN RELATION TO CARRIER ONE. In the event that Carrier One owns a majority of the outstanding shares of the Company and a holder or holders of LLC Securities (collectively, the "LLC Transferor") proposes to, directly or indirectly, transfer (in a single transaction or a series of related transactions) LLC Securities (the "LLC Transfer Securities") representing 50% or more of the outstanding LLC Securities then held by all holders of LLC Securities to any Person for value, the Management Holders shall have a right (the "LLC Right of Co-Sale") to sell, and to cause Carrier One (or its designee) to purchase, at the Adjusted Per Share Price (as defined below) a number of Management Securities which bears the same proportion to all outstanding Management Securities that the number of LLC Transfer Securities bears to all LLC Securities multiplied by the fraction of the Company's outstanding shares that are owned by Carrier One (the "LLC Right of Co-Sale Pro Rata Share") at the same time as the sale of LLC Transfer Securities by the LLC Transferor, all as described in this SECTION 8.5.
Sample 1
Exceptions to Right of Co-Sale. The right of co-sale provided in Section 9.3 shall not apply to (i) sales of Interests by any Selling Member in a firm commitment underwritten public offering; (ii) sales of Interests by any Selling Member in connection with a merger, consolidation, sale of all or substantially all of the assets or reorganization of the Company; (iii) a pledge of Interests by any Selling Member that creates a mere security interest, provided the pledgee agrees to be bound by the terms of this Agreement; and (v) except as otherwise provided therein, the transfer of any or all of any Selling Member’s Interests in accordance with Section 9.1.
Sample 1
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Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to (i) sales of Shares by any Original Shareholders in a Qualified IPO; (ii) sales of Shares by any Original Shareholders in connection with a merger, consolidation or, sale of all or substantially all of the assets or reorganisation of the Company; or (iii) the transfer of any or all of any Original Shareholder’s Shares to a Nominee.
Sample 1

Related to Exceptions to Right of Co-Sale

  • Exceptions to Right of Indemnification Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraph 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

  • Conditions to Permitted Transfers A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • Reservations and Exceptions 1. Articles 3, 4, 6 and 12 shall not apply to: (a) Any existing non-conforming measure that is maintained by: (i) With respect to Japan: (A) The central government or a prefecture, as set out in its Schedule in Annex I; or (B) A local government other than prefectures; (ii) With respect to the Republic of Peru: (A) The central government or a regional government, as set out in its Schedule in Annex I; or (B) A local government (b) The continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or (c) An amendment or modification to any non-conforming measure referred to in subparagraph (a), provided that the amendment or modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification, with Articles 3, 4, 6 and 12. 2. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to sectors, sub-sectors and activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter: (a) Notify the other Contracting Party of detailed information on such amendment, modification or measure; and (b) Hold, upon request by the other Contracting Party, consultations in good-faith with that other Contracting Party. 5. Each Contracting Party shall endeavour, where appropriate, to reduce or eliminate the reservations specified in its Schedules in Annexes I and II respectively. 6. Articles 3, 4, 6 and 12 shall not apply to any measure covered by the exceptions to, or derogations from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 7. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

  • Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By entering into this Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Limitations and Exceptions Members shall confine limitations or exceptions to exclusive rights to certain special cases which do not conflict with a normal exploitation of the work and do not unreasonably prejudice the legitimate interests of the right holder.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

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