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. The provisions of this ------------------------------------- Article III shall not be applicable to any Transfer of Company Stock (a) from any Stockholder to any Permitted Transferee, or from any Permitted Transferee of such Stockholder to such Stockholder, 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 Stockholder 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 Management Stockholder 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, 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. 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 6.6.3, 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
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. 6.7 Financial 10-KXX Xxxxxxxxxx, Xxc. and Current Reports on Form 8-K. Once the Company becomes a "reporting company" within the meaning of the Exchange Act, the Company shall deliver to the Investor copies of its annual reports on Form 10-KSB, and quarterly reports on Form l0-QSB and shall deliver to the Investor current reports on Form 8-K within two (2) days of filing for the Term of this Agreement.
Exceptions to Rights of First Refusal. The provisions of this Section 6.05 shall not be applicable to any Transfer of Shares from any Shareholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder to such Shareholder; provided, however, that in any Transfer to a Permitted Transferee, such Permitted Transferee must agree in writing to be bound by the terms and conditions of this Agreement.
