Common use of Exempt Transfers Clause in Contracts

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. 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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 or 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 's spouse, the lineal descendant or antecedent or antecedent, father, ------ mother, brother or sister of the Purchaser sister, adopted child or the Purchaser’s spousegrandchild, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 except, unless provided otherwise in Section 6(g), 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 or 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 's spouse, the lineal ---------------- descendant or antecedent or antecedent, father, mother, brother or sister of the Purchaser sister, adopted child or the Purchaser’s spousegrandchild, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 or 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 's spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister of the Purchaser sister, adopted child or the Purchaser’s spousegrandchild, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

Exempt Transfers. Notwithstanding anything to the contrary in this SectionSection 9, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (ia) 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 familyImmediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s immediate familyImmediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section 9 will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (iib) 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 (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)corporations; or (iiic) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “immediate familyImmediate Family” will mean Purchaser’s spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister sister, child, adopted child, grandchild or adopted grandchild 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 adoptedabove.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 except, unless provided otherwise in Section 6(g), 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 or 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 's spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister of the Purchaser sister, adopted child or the Purchaser’s spousegrandchild, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt from the Right of First Refusal: (ia) 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 familyImmediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s immediate familyImmediate 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; (iib) 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 (iiic) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “immediate familyImmediate Family” will mean Purchaser’s spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister sister, child, adopted child, grandchild or adopted grandchild of the Purchaser or the Purchaser’s spouse, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 or 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 's spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister of the Purchaser sister, adopted child or the Purchaser’s spousegrandchild, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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 's spouse, the lineal descendant or antecedent or antecedent, ------ father, mother, brother or sister sister, adopted child or grandchild of the Purchaser or the Purchaser’s 's spouse, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s 's spouse, whether or not adopted.

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 's lifetime by gift or on Purchaser’s 's death by will or intestacy to Purchaser’s “'s "immediate family” " (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s '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” "IMMEDIATE FAMILY" will mean Purchaser’s 's spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister sister, adopted child or grandchild of the Purchaser or the Purchaser’s 's spouse, or the spouse of any child child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser’s 's spouse, whether or not adopted.

Exempt Transfers. Notwithstanding anything to the contrary in this Sectionforegoing, the following transfers of Shares will be exempt from the Right of First Refusal: Refusal Right: (ia) 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 familyImmediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s immediate familyImmediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section 5 will continue to apply to the transferred Shares in the hands of such transferee or other recipienttransferee; (iib) any transfer of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation entity or corporations entities (except that that, subject to Section 5.7, unless the agreement of merger or consolidation expressly otherwise provides, the Refusal Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving corporation entity 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 provides5); or (iiic) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “immediate familyImmediate Family” will mean Purchaser’s spouse, the lineal descendant or antecedent or antecedent, father, mother, brother or sister sister, child, adopted child, grandchild or adopted grandchild 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 adoptedabove.