Excluded Transfers. The rights and restrictions contained in Section 3.3(a) shall not apply with respect to any of the following Transfers of Securities:
Excluded Transfers. The restrictions on transfer set forth in this Section 2 shall not apply to an inter-vivos transfer to Purchaser's ancestors or descendants or spouse or to a Trustee for their benefit, provided that such transferee(s) shall agree in writing to take such Shares subject to all the terms of this Agreement, including restrictions on further transfer.
Excluded Transfers. The rights and restrictions contained in Section 8(a) shall not apply with respect to any of the following Transfers of shares of Common Stock:
Excluded Transfers. County’s consent, as set forth in Section 10.1, above, shall not be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a “Permitted Transferee”), provided, however, that (1) Tenant shall notify County of such Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall provide County with information regarding the transferee evidencing that the Transfer falls within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if such Transfer involves an assignment of Tenant’s rights under this Lease, Tenant or such transferee shall provide County with a written assumption of Tenant’s obligations and liabilities under this Lease executed by such transferee in a form approved by the County, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee.
Excluded Transfers. The RIGHT OF FIRST REFUSAL shall not apply to a transfer to a trustee for the benefit of the HOLDER's brothers, sisters, ancestors, descendants or spouse, provided that the transferring HOLDER retains full control with respect to the voting rights of such shares and that such transferee shall agree in writing (in a form satisfactory to the Board) to take the stock subject to all the terms of this Section 3 providing for a RIGHT OF FIRST REFUSAL with respect to any subsequent transfer.
Excluded Transfers. The provisions of Sections 3(a), 3(c) and 3(d) above do not apply to (i) any Transfer by a Stockholder of such Stockholders’ Preferred Stock or Common Stock, as applicable, in an Excluded Affiliate Transfer, (ii) any redemption of Series A Preferred Stock by the Company pursuant to the Certificate of Designation of Series A Preferred Stock, or (iii) any Transfer by a Stockholder who is an employee, director or consultant of the Company of such Stockholder’s Common Stock to the Company pursuant to the termination of such Stockholder’s employment with the Company. The provisions of Sections 3(c) and 3(d)(i) above do not apply to any Transfer by a Stockholder of such Stockholders’ Preferred Stock or Common Stock pursuant to an effective registration statement filed under the Securities Act.
Excluded Transfers. Notwithstanding anything to the contrary contained in this Lease, Changes of Ownership resulting from the following transfers (“Excluded Transfers”) shall not be deemed to create an obligation to pay County a Net Proceeds Share or any Administrative Charge:
Excluded Transfers. Lessor’s consent, as set forth in Section 10.1, above, shall not be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a “Permitted Transferee”), provided, however, that (1) Tenant shall notify Lessor of such Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall provide Lessor with information regarding the transferee evidencing that the Transfer falls within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if such Transfer involves an assignment of Tenant’s rights under this Lease, Tenant or such transferee shall provide Lessor with a written assumption of Tenant’s obligations and liabilities under this Lease executed by such transferee in a form approved by the Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee.
Excluded Transfers. A Shareholder Party may Transfer, free and clear of the provisions of this Section 3: (i) any Company Shares pursuant to an effective registration statement, provided such Company Shares are sold on a Recognized Exchange; and provided further that no negotiations have occurred between such Shareholder Party or its agents and any proposed buyer or their respective agents, including without limitation, an underwriter; (ii) such number of its Company Shares as is permitted to be disposed of by "affiliates" under Rule 144 of the U.S. Securities Laws, in each case, subject to the volume and other limitations set forth in Rule 144; or (iii) rights under warrants for the purchase of Company Shares.
Excluded Transfers. Notwithstanding anything herein to the contrary, a Transferring Founder may make any of the following Founder Shares Transfers without offering the Significant Investors the opportunity to participate (collectively, the “Excluded Transfers”): (i) Founder Shares Transfers to any Family Member or to a corporation, partnership, limited liability company or other entity that is controlled by the Transferring Founder and/or his Family Members, provided that such Family Member or entity agrees in writing to be bound by the provisions of this Agreement; (ii) Founder Shares Transfers to another Founder; (iii) Founder Shares Transfers pursuant to an effective registration statement under the Securities Act; (iv) Founder Shares Transfers that, after giving effect to all such prior Transfers by such Founder (and his or her transferee or predecessor-in-interest, if any) (other than those specified in the foregoing clauses (i), (ii) and (iii)), do not result in the Transferring Founder’s transferring Shares representing in the aggregate more than ten percent (10%) of the Shares that such Transferring Founder owned on the date of this Agreement; or (v) shares transferred to the Corporation, the other Founders and/or the Series D Investors pursuant to their respective rights of first refusal under Section 3 hereof.
