Exempt Transfers. The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.
Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1:
(a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit;
(b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and
(c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a), (i) the transferred Shares shall remain subject to this Agreement, (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 Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).
Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.
Exempt Transfers. (a) Notwithstanding the foregoing, the right of first refusal and co-sale rights of the Company and/or the Investors set forth in Section 5 above shall not apply to (i) any transfer without consideration to the Selling Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Selling Stockholder, (ii) any transfer or transfers by a Selling Stockholder to another Selling Stockholder (the “Transferee-Selling Stockholder”) so long as the Transferee-Selling Stockholder is, at the time of the Transfer, employed by or acting as a consultant or director of the Company, (iii) any pledge of Selling Stockholder Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (iv) any bona fide gift, or (v) any transfer to an Affiliate of such Selling Stockholder; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv) and (v), (A) the Selling Stockholder shall inform the Investors of such transfer prior to effecting it and (B) 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 Selling Stockholder hereunder. Such transferred Selling Stockholder Shares shall remain “Selling Stockholder Shares” hereunder, and such transferee shall be treated as the “Selling Stockholders” for purposes of this Agreement, except that such transferee may not transfer shares pursuant to Section 4.4 hereof.
(b) Notwithstanding the foregoing, the provisions of this Section 5 shall not apply to the sale of any Selling Stockholder Shares to the public pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act.
(c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Selling Stockholder pursuant to a stock restriction agreement or other agreement between the Company and the Selling Stockholder.
Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Major Investors shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement.
(b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act.
(c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).
Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt from the Right of First Refusal: (i) the transfer of any or all of the Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “immediate family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s immediate family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that the Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “immediate family” will mean Purchaser’s spouse, the lineal descendant or antecedent or brother or sister of the Purchaser or the Purchaser’s spouse, or the spouse of any child or grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.
Exempt Transfers. The restrictions on the transfer of this Warrant or the Warrant Shares set forth in this Section 10 shall not apply to any transfer to an affiliate of the Holder or to any transfer to any other Person, provided that such transfer is made in compliance with the provisions of the Securities Act and state securities laws.
Exempt Transfers. Notwithstanding anything to the contrary in ----------------- this Section, the following transfers of Shares will be exempt from the Right of First Refusal: (i) the transfer of any or all of the Shares during Purchaser's lifetime by gift or on Purchaser's death by will or intestacy to Purchaser's "immediate family" (as defined below) or to a trust for the benefit of Purchaser or Purchaser's immediate family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that the Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation expressly otherwise provides); (iii) any transfer of Shares pursuant to the winding up and dissolution of the Company; or (iv) any transfer of Shares made in accordance with Section 5 of this Agreement or this Section 6. As used herein, the term "immediate family" will mean Purchaser's spouse, lineal ---------------- descendant or antecedent, father, mother, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser.
Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stonington; provided that (A) Stonington shall inform each of the Co-Sale Investors of such pledge, transfer, gift, donation or distribution prior to effecting it and (B) the pledgee, transferee, donee or distributee shall furnish each of the Co-Sale Investors with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock shall remain “Co-Sale Stock” hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” for purposes of this Agreement.
(b) Notwithstanding the foregoing, the provisions of Section 4 shall not apply to the sale of any Co-Sale Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Act or (ii) to the Company,”
Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 and 5 shall not apply: (a) in the case of a Holder that is an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”), as a condition to such issuance, agrees in writing to be bound b...
