Exceptions to Tag-Along Rights. The provisions of Section 6.05 shall not apply to any of the following Transfers (however, each such Transfer shall be obligated to comply with the provisions of Section 6.01,Section 6.02, and Section 6.03 of this Agreement):
(a) From GCS (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of GeoPark;
(b) Pursuant to an approved merger of the Company or approved sale of all or substantially all Shares; and
(c) From GCS to a third party if such transaction, together with all related transactions, does not result in the Transfer of more than twenty-five percent (25%) of all the issued and outstanding Shares (measured on a fully diluted basis).
Exceptions to Tag-Along Rights. The provisions of this Article IV 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 Group 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 or (d) 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 Tag-Along Rights. The foregoing notwithstanding, ------------------------------
Exceptions to Tag-Along Rights. (a) The provisions of Section 4.1 shall not apply to any of the following Transfers: (i) any Transfer of Shares from any Onex Stockholder to any of its Permitted Transferees; or (ii) any Transfer of Shares from any Carlyle Stockholder to any of its Permitted Transferees; provided that, in each case set forth in clauses (i) and (ii) of this Section 4.2(a), the transferee in question becomes a party to this Agreement and agrees to be bound hereby by executing a supplemental signature page to this Agreement in the form attached hereto as Exhibit A.
(b) Each Permitted Transferee of any Investor Stockholder to which Shares are Transferred shall, and such Investor Stockholder shall cause such Permitted Transferee to, Transfer back to such Investor Stockholder (or to another Permitted Transferee of such Investor Stockholder) any Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Investor Stockholder.
Exceptions to Tag-Along Rights. The provisions of this Section 3 shall not be applicable to any Transfer of Common Stock (a) from any Stockholder to any Permitted Transferee of such Stockholder, or from any Permitted Transferee of any Stockholder to such Stockholder, provided, 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 pursuant to the provisions of Section 5 hereof to the same extent as applicable to the transferor of such Common Stock or (b) through any ordinary course brokerage transactions other than block trades.
Exceptions to Tag-Along Rights. The Tag-Along Rights of Purchaser shall not pertain or apply to (1) any offering or sale of Common Shares by the Major Shareholders (a) pursuant to a registration statement filed with the SEC or any similar authority outside the United States in respect of which Purchaser is given the opportunity to exercise its "piggyback" rights, pursuant to the registration rights agreement to be entered into by and between Purchaser and the Company or (b) pursuant to Rule 144 promulgated under the Securities Act or any successor rule thereunder, in each case, in a transaction pursuant to which no ultimate purchaser, to the best knowledge of the Selling Shareholders, acquires more than 2% of the aggregate Common Shares outstanding at the time of such proposed Transfer; or (2) a pledge of Common Shares by any Major Shareholder which creates a security interest pursuant to a BONA FIDE loan transaction, or pursuant to an acquisition (by virtue of the exercise of the security interest created by such pledge in accordance with its terms) or subsequent sale of such Common Shares by the pledgee.
Exceptions to Tag-Along Rights. The Tag-Along Rights of Purchaser ------------------------------ shallnot pertain or apply to (1) any offering or sale of Common Shares by the Major Shareholders (a) pursuant to a registration statement filed with the SEC or any similar authority outside the United States in respect of which Purchaser is given the opportunity to exercise its "piggyback" rights, pursuant to the registration rights agreement to be entered into by and between Purchaser and the Company pursuant to the Share Purchase Agreement or (b) pursuant to Rule 144 promulgated under the Securities Act or any successor rule thereunder, in each case, in a transaction pursuant to which no ultimate purchaser, to the best knowledge of the Selling Shareholders, acquires more than 2% of the aggregate Common Shares outstanding at the time of such proposed Transfer; or (2) a pledge of Common Shares by any Major Shareholder which creates a security interest pursuant to a bona fide loan transaction, or pursuant to an acquisition (by virtue of the exercise of the security interest created by such pledge in accordance with its terms) or subsequent sale of such Common Shares by the pledgee.
Exceptions to Tag-Along Rights. 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 must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article VIII 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 VIII hereof or in connection with the exercise by CEP of its rights pursuant to Section 4.6 hereof, (c) made in connection with the exercise by CEP of a Compelled Sale Right or (d) where the aggregate value of the Company Stock owned by the Transferor is less than $100,000.
Exceptions to Tag-Along Rights. The provisions of this Article IX shall not be applicable to any Transfer of Units (i) from any Member to any Permitted Transferee, or from any Permitted Transferee of such Member to such Member, 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 XIV, (ii) made pursuant to a public offering of Units in connection with the exercise by any Member 61 67 of its rights pursuant to Article XII or in connection with the exercise by the U.S. Equity Group of its rights pursuant to Section 10.6 or made in compliance with Rule 144 or into a public trading market, (iii) made in connection with the exercise by the U.S. Equity Group of its rights under Article X, (iv) made in connection with an exchange of Units for shares of stock or other equity interests in Affiliate Corp. in accordance with Section 8.4 or (v) between the Company (or its designee), on the one hand, and any Management Member, Non-Management Member or employee of the Company and its Subsidiaries (or any of their respective Permitted Transferees), on the other, pursuant to Articles X, XI or XIII.
Exceptions to Tag-Along Rights. The provisions of this Section 6.06 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.
