Common use of Exempt Transactions Clause in Contracts

Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: (1) a transfer of Shares to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”), or to a trust established solely for the benefit of the Participant and/or Approved Relatives; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to this Agreement (including without limitation the right of first refusal set forth in this Section 4) and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.

Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: (1) a any transfer of Shares to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by child or grandchild of the Board of Directors (collectively, “Approved Relatives”)Participant, or to a trust established solely for the benefit of the Participant and/or Approved Relativestheir benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1Section 4(e)(1) above, (i) such Shares shall remain subject to this Agreement (including without limitation the right of first refusal set forth in this Section 44 and subject to the restrictions set forth in Section 3(g) as if the transferee were the Participant and has held such Shares since the exercise of the option pursuant to which such Shares were issued, and (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this AgreementSection 4 and Section 3(g) as described above.

Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: (1i) a any transfer of Shares to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by child or grandchild of the Board of Directors (collectively, “Approved Relatives”)Participant, or to a trust established solely for the benefit of the Participant and/or Approved Relativestheir benefit; (2ii) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3iii) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1i) above, such Shares shall remain subject to this Agreement (including without limitation the right of first refusal set forth in this Section 4) 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this AgreementSection 4.