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.
Appears in 3 contracts
Samples: Securityholders Agreement (DynaVox Inc.), Securityholders Agreement (DynaVox Inc.), Securityholders Agreement (DynaVox Inc.)
Excluded Transfers. The rights and restrictions contained in Section 4.1(a3.3(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 (A) the members or partners of Vestar and the members, partners, securityholders and employees of such partners or (B) wholly owned subsidiaries of Vestar or any Person controlled by or under the common control with Vestar and its affiliated funds (but excluding any portfolio company of Vestar or its affiliated funds) or (C) any Person controlled by any Person described above (subject to compliance with Sections 4.3 3.4 and 4.4 3.5 hereof);
(iii) any Transfer of Vestar Securities in accordance with Section 5.14.1;
(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 Company and its Subsidiaries;; and
(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.
Appears in 2 contracts
Samples: Securityholders Agreement (PGA Holdings, Inc.), Securityholders Agreement (PGA Holdings, Inc.)
Excluded Transfers. The rights and restrictions contained in Section 4.1(a3.2(a) shall not apply with respect to any of the following Transfers of Securities:
(i) any Transfer of Vestar THL Securities in a Public Sale;
(ii) any Transfer of Vestar THL Securities to and among the members or partners of Vestar THL and the memberspartners (including, partnerswithout limitation, any Limited Partner), securityholders and employees of such partners (subject to compliance with Sections 4.3 3.3 and 4.4 hereof3.4);
(iii) any Transfer of Vestar THL Securities in accordance with Section 5.14.1;
(iv) any Transfer of Vestar THL Securities incidental to the exercise, conversion or exchange of such securities in accordance with their terms or terms, any reclassification or 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 THL Securities to employees or directors of, or consultants to, any of the Holdings Company and its Subsidiaries;
(vi) any Transfer constituting an Exempt Individual Transfer;; and
(vii) any Transfer of THL Securities pursuant to the Exchange Agreement; and
(viii) any Transfer a pledge of such THL 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 Subsidiariesan unaffiliated financial institution.
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Excluded Transfers. The rights and restrictions contained in Section 4.1(a3.1(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 3.3 and 4.4 3.4 hereof);
(iii) any Transfer of Vestar Securities in accordance with Section 5.14.1;
(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.
Appears in 1 contract
Samples: Securityholders Agreement (BlackRock Kelso Capital CORP)