Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors, or a primary underwritten offering of the Company's Common Stock, or the transactions set forth on Schedule 6.
5.1. The Capital Raising Limitations also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants, or (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes. If the Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put Dollar Amounts that are then due.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities by the Company to a company being acquired by the Company, as payment to such company for such acquisition, in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, or directors, of the Company, or a primary underwritten offering of the Company’s Common Stock, but each shall apply to the issuance of securities or options to consultants of the Company. The Rights of First Refusal also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees or directors, or (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, underwritten public offerings, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors, or a primary underwritten offering of the Company's Common Stock, or the transactions set forth on Schedule 6.
5.1. The Capital Raising Limitations also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants, or (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes. In additional to any other available remedies, if the Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put Dollar Amounts that are then due.
Exceptions to Rights of First Refusal. The provisions of this Article III shall not be applicable to any Transfer of Company Stock (a) from any Shareholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder to such Shareholder, provided that in any Transfer to a Permitted Transferee such Permitted Transferee (other than the Company) must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article X hereof, (b) made pursuant to a public offering of Company Stock in connection with the exercise by any Shareholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Agent of its rights pursuant to Section 5.6 hereof, (c) made in connection with the exercise by the Windward Group of a Compelled Sale Right, (d) by any Tag-Along Offeree pursuant to Article IV hereof (provided that the rights of Tag-Along Offerees pursuant to Article IV hereof shall only apply after application of the provisions of this Article III), or (e) between the Company (or its designee), on the one hand, and any Employee Shareholder or employee of the Company and its subsidiaries, on the other, pursuant to Articles VII or X hereof.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors, or a primary underwritten offering of the Company's
5.1. The Capital Raising Limitations also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants, or (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes. If the Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put Dollar Amounts that are then due.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Rights of First Refusal shall not apply to any transaction involving issuances of securities by the Company to a company being acquired by the Company, as payment to such company for such acquisition, in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, or directors, of the Company, or a primary underwritten offering of the Company’s Common Stock, but each shall apply to the issuance of securities or options to consultants of the Company. The Rights of First Refusal also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees or directors, (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes or (d) the issuance of securities to a bona fide Strategic Investor. For purposes of this Section 4(c)(iii), a "Strategic Investor" shall mean an investor whose contacts, experience, and/or knowledge of the Company’s market adds value to the Company and improves the Company’s prospects for additional investment and/or business success.
Exceptions to Rights of First Refusal. AND CO-SALE; TRANSFER OF RIGHTS Notwithstanding the restrictions set forth in Section 4 and Section 5, each Investor and his, her or its Permitted Transferee may sell or transfer any Securities to a Permitted Transferee provided that (A) such Permitted Transferee agrees in writing to be bound by the terms of this Agreement applicable to the Investor or his, her or its Permitted Transferee and (B) provided further that, if requested by the Company or CFSL Acquisition, prior to such sale or transfer, the Company or CFSL Acquisition, as the case may be, receives an opinion from counsel to the Investor proposing to effect such transfer, in such form as shall be reasonably satisfactory to the Company or CFSL Acquisition, as the case may be, that such transfer does not require registration under the Securities Act; provided, however, that no such legal opinion shall be required to be delivered to the Company or CFSL Acquisition, as the case may be, if such transfer is requested by an Investor (x) that is a state-sponsored employee benefit plan in connection with a transfer from such Investor to a successor trust or fiduciary or pursuant to a statutory reconstitution or (y) in connection with a transfer to one or more Affiliates of such Investor.
Exceptions to Rights of First Refusal. AND CO-SALE; TRANSFER OF RIGHTS
(a) The restrictions set forth in Sections 2 and 3 will not apply in the following cases:
(i) each Proposed Transferor may sell or transfer any Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company;
(ii) each Proposed Transferor may sell or transfer any Shares to a Permitted Transferee provided that such Permitted Transferee agrees in writing to be bound by the terms of this Agreement applicable to the Proposed Transferor and such Permitted Transferee makes with respect to itself the same representations and warranties to the Company as those set forth in Section 3 of the Series 4-A Purchase Agreement, provided, however, that the representation contained in Section 3.2 of the Series 4-A Purchase Agreement shall be revised to remove the reference to a contemplated transfer of shares to a separate investment vehicle;
(iii) the purchase of Escrow Securities by the Company and/or an Investor under Section 9 hereof; and 6
(iv) any resale of Shares as part of an underwriting in connection with a Qualifying Offering.
(b) The rights of a Holder under Section 2 and Section 3 are not assignable, except to a Permitted Transferee.
(c) The restrictions set forth in Sections 2 and 3 shall only apply to seventy-five percent (75%) of the total Shares (the "RESTRICTED SHARES", and all Shares that are not Restricted Shares shall be "UNRESTRICTED SHARES"), calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by each Holder and its Permitted Transferees, including Affiliates that are parties to this Agreement, in the aggregate, as of the date that such Holder becomes a party to this Agreement, or, with respect to a Holder who becomes a party to this Agreement and subsequently purchases Additional Series 4-A Shares, as of the date of purchase of such Additional Series 4-A Shares, provided that at the time of a sale or transfer of any Shares by a Holder, the Holder selling or transferring Shares shall specify by notice to the other Holders whether such Shares shall be counted against the number of Unrestricted Shares or the number of Restricted Shares held by such Holder.
Exceptions to Rights of First Refusal. Notwithstanding the above, the Capital Raising Limitations and Rights of First Refusal shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors, or a primary underwritten offering of the Company's Common Stock. The Capital Raising Limitations also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants, (c) the issuance of debt securities, with no equity feature, incurred solely for working capital purposes, or (d) to an offering or offerings of an aggregate of up to $5,000,000 in Common Stock and Warrants, placed between the date hereof and the effective date of the Registration Statement required pursuant to the Registration Rights Agreement, provided that the price of such Common Stock and the exercise price of such Warrants are not subject to being reset based upon the market price of the Company's Common Stock (not related to the issuance of other securities by the Company) at some future date at any time after the initial issuance of such securities. If the Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put Dollar Amounts that are then due.
