Exempt Transfer. (a) No employee shall be transferred to a position outside the bargaining unit without the employee’s consent unless there is no other employee who is qualified to perform the work, in which case the employee shall be transferred outside the scope of the bargaining unit but shall retain all rights and privileges and protections under the Collective Agreement.
(b) Employees temporarily assigned a portion of the duties and responsibilities of a position outside the scope of this Collective Agreement, will be paid from and including the first day of the temporarily assigned duties and responsibilities, ten percent (10%) above the assigned employee's regular classification rate or the first step in the exempt pay grade for the position, whichever is less. Employees assigned the full level of duties and responsibilities will receive the 1st step in the exempt pay grade for the position.
Exempt Transfer. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Article 5 shall not apply to a Transfer by a Unitholder of all or part of its Units to an Affiliate, provided, however, that any such Transfer shall be in accordance with each of the following terms:
(i) Such Unitholder shall provide written notice of such Transfer to each other Unitholder;
(ii) The transferee to whom the Unitholder Transfers its Units shall execute and deliver to each other Unitholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms and conditions of this Agreement as a Party and a Unitholder hereunder in the same manner as the Transferring Unitholder and be entitled to the same right to the same extent and in the same manner as the Transferring Unitholder;
(iii) such Unitholder shall remain bound by its obligations under this Agreement; and
(iv) if any such transferee Affiliate shall cease to be an Affiliate of such Unitholder, any Units held by such transferee shall be promptly retransferred to such Unitholder or transferred to another of such Unitholder’s Affiliates.
(b) Notwithstanding anything to the contrary herein, the provisions of this Article 5 shall not apply to (i) the sale of Units pursuant to an IPO or (ii) any Transfer after the expiration of a customary lock up period of an IPO.
Exempt Transfer. No employee shall be transferred to a position outside the bargaining unit without the employee’s consent unless there is no other employee who is qualified to perform the work, in which case the employee shall be transferred outside the scope of the bargaining unit but shall retain all rights and privileges and protections under the Collective Agreement.
Exempt Transfer. Landlord acknowledges and agrees that the execution and delivery of the Sublease constitutes an Exempt Transfer to an Affiliate for which no consent of the Landlord is required. The Sublease, however, is subject and subordinate to the Lease, and, except as provided in this Agreement, Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease.
Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt Transfers":
(a) the Transfer by a partnership to its partners or retired partners in accordance with partnership interests;
(b) the Transfer by a corporation to its shareholders in accordance with their interest in the corporation;
(c) the Transfer by a limited liability company to its members in accordance with their interest in the limited liability company;
(d) the Transfer by a Purchaser to such Purchaser's spouse, lineal descendant, father, mother, brother or sister ("Immediate Family");
(e) the Transfer by a Purchaser to a custodian or trustee for the account of such Purchaser or such Purchaser's Immediate Family;
(f) the Transfer by a Purchaser (other than Transfers of Option Shares by a member of Key Management) to any Affiliate of that Purchaser;
(g) the Transfer to the Company or any other Purchaser; provided, however, that a member of Key Management may not Transfer any Option Shares to the Company or any other Purchaser during the Key Management Restricted Period (as defined below), except for Transfers to the Company in payment of the exercise price of any stock option granted pursuant to a stock option plan and/or option agreement of the Company;
(h) a bona fide pledge or mortgage with a commercial lending institution that creates a mere security interest;
(i) pursuant to Section 5 or 6 of this Agreement; PROVIDED, THAT:
(i) Transfers of fully vested Option Shares held by Key Management may be made only after the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired (the "Key Management Restricted Period"); provided, however, that prior to the end of the applicable Key Management Restricted Period with respect to any fully vested Option Shares, each member of Key Management may exercise its co-sale rights under Section 6 on Transfers by BTI or its Affiliates; and
(ii) Restricted Holders may not Transfer any of their respective Securities under this subsection 3.2(i) for a period of three (3) years from and including the closing date of the Company's first Qualifying Public Offering (the "IPO Closing Date"); PROVIDED, HOWEVER, that:
(A) Restricted Holders may transfer during each of the periods set forth below up to the percentage of their respective Securities (not including any Option Shares held by Key Management) outstanding on the IPO Closing Date set forth opposite such periods: ...
Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt Transfers":
Exempt Transfer. As used herein, the term “Exempt Transfer” shall mean a Transfer between a Stockholder and either (a) any Person that, directly or indirectly, through one or more intermediaries, has voting control of, is controlled by, or is under common voting control with, such Stockholder; (b) with respect to natural persons, such Stockholder’s spouse, parents, children, siblings and/or grandchildren; (c) a trust, corporation, partnership or other entity, whose beneficiaries, stockholders, partners, or owners, or other Persons holding a controlling interest, consist of such Stockholder and/or such other Persons referred to in the immediately preceding clauses (a) or (b); (d) with respect to any Stockholder that is a partnership, a limited partnership, a limited liability company or a corporation, such Stockholder’s partners, members or stockholders; or (e) the Company pursuant to the terms of an employment agreement, stock option agreement or similar agreement between such Stockholder and the Company; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (a), (b), (c) and (d), (i) the Stockholders shall inform the Company of such transfer and (ii) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, as applicable.
Exempt Transfer. Section 6.1(b), Section 6.2 and Section 6.3 shall not apply to any Transfer of Equity Securities (i) to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship by any employee of the Group Companies (other than the Founders), (ii) by a Shareholder to its Permitted Transferee, provided that adequate documentation therefor is provided to the holders of Preferred Shares to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement by executing a Deed of Adherence; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereof, or (iii) any Transfer in connection with a Series B Drag Sale (as defined in the Articles) or a Series A Drag Sale (as defined in the Articles) (each, an “Exempt Transfer”).
Exempt Transfer. The term “Exempt Transfer” shall have the meaning set forth in the Securityholders Agreement.
Exempt Transfer. As used herein, the term "Exempt Transfer" shall mean (i) Transfers by any SSC Party to another SSC Party or to a Related Party, (ii) a Transfer by a SSC Party who is an individual upon death of such SSC Party by inheritance or operation of law to the heirs or devisees of such SSC Party or (iii) Transfers by SSC to its partners prior to Closing. The Transfer, directly or indirectly, by an SSC Party of an interest in a Related Party which has acquired Shares in an Exempt Transfer, shall not be deemed an Exempt Transfer and shall be subject to the restrictions on Transfer set forth in Section 4.2(c).
