Excluded Transfers. The rights and restrictions contained in Section 3.2(a) shall not apply with respect to any of the following Transfers of Securities:
(i) any Transfer of Vestar Securities in a Public Sale;
(ii) any Transfer of Vestar Securities to and among the partners, securityholders and employees of Vestar and the partners, securityholders and employees of such securityholders and partners (subject to compliance with Sections 3.3 and 3.4);
(iii) any Transfer of Vestar Securities in accordance with Section 4.1;
(iv) any Transfer of Vestar Securities incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company;
(v) any Transfer of Vestar Securities to employees or directors of, or consultants to, any of the Company and its Subsidiaries; and
(vi) any Transfer constituting an Exempt Individual Transfer.
Excluded Transfers. The restrictions on transfer of this Section 3 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 shall 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:
(i) any Transfer of Common Stock by Investors in a Public Offering;
(ii) any Transfer of Common Stock to and among the members of Investors and the partners (including limited partners), securityholders, employees, affiliates or family group of such members; and
(iii) any Transfer of Common Stock incidental to the exercise, conversion or exchange of such Common Stock in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, the Company.
Excluded Transfers. The rights and restrictions contained in Section 4.1(a) shall not apply with respect to any of the following Transfers of Securities:
(i) any Transfer of Vestar Securities in a Public Sale;
(ii) any Transfer of Vestar Securities to and among the members or partners of Vestar and the members, partners, securityholders and employees of such partners (subject to compliance with Sections 4.3 and 4.4 hereof);
(iii) any Transfer of Vestar Securities in accordance with Section 5.1;
(iv) any Transfer of Vestar Securities incidental to the exercise, conversion or exchange of such securities in accordance with their terms or any reclassification or combination of shares (including any reverse stock split);
(v) any Transfer of Vestar Securities to employees or directors of, or consultants to, any of the Holdings and its Subsidiaries;
(vi) any Transfer constituting an Exempt Individual Transfer;
(vii) any Transfer of Securities pursuant to the Exchange Agreement; and
(viii) any Transfer of Securities to the Corporation, Holdings or any of the their respective Subsidiaries if such Transfer is funded by the sale of Voting Securities by the Corporation, Holding or any of their respective Subsidiaries.
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 rights and restrictions contained in Section 3.3(a) shall not apply with respect to any Exempt Transfer or any Transfer of Securities in a Public Sale.
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. 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. 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.
