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); (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. Notwithstanding anything to the contrary in ----------------- this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: : (i) the transfer of any or all of the Vested Shares during PurchaserParticipant's lifetime by gift or on PurchaserParticipant's death by will or intestacy to PurchaserParticipant's "immediate family" (as defined below) or to a trust for the benefit of Purchaser Participant or PurchaserParticipant'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; (ii) any transfer 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 and Repurchase Option will continue to apply thereafter to such Vested 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 Vested 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 familyIMMEDIATE FAMILY" will mean PurchaserParticipant's spouse, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, adopted child or grandchildgrandchild of the Participant or the Participant's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of PurchaserParticipant or the Participant's spouse.

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: (i) the transfer of any or all of the Vested Shares during Purchaser's ’s lifetime by gift or on Purchaser's ’s death by will or intestacy to Purchaser's "immediate family" ’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser's immediate family’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section Exercise Agreement and the Plan will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer 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 Vested 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 Vested 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" “Immediate Family” will mean Purchaser's ’s spouse, the 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 the Purchaser or the Purchaser’s spouse, or the spouse of any of the above.

Exempt Transfers. Notwithstanding anything to the contrary in ----------------- ---------------- this Section, the following transfers Transfers of Vested Shares will be exempt from the Right of First Refusal: (i) the transfer 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 will continue to apply to the transferred Transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer Transfer 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 Vested 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 Transfer of Vested 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 familyImmediate Family" will mean Purchaser's spouse, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, child, adopted child or grandchildgrandchild or adopted grandchild of Purchaser or Purchaser's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser or Purchaser's spouse.

Exempt Transfers. Notwithstanding Despite anything to the contrary in ----------------- this SectionSection 11, the following transfers of vested Shares will shall 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 your death by will or intestacy to Purchaser's "the your “immediate family" ” (as defined below) or to a trust for the benefit of Purchaser or Purchaser's immediate family), provided that but only if each such transferee or other recipient agrees in a writing satisfactory to the Company that the provisions Right of First Refusal (and all other restrictions on transfer set forth in this Section will Agreement) shall 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 one or more corporations (except that the Right of First Refusal will shall 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 up, liquidation, or 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 ” shall mean Purchaser's your spouse, ; lineal ---------------- descendant or antecedent, father, mother, brother or sister, ; sibling; adopted child or grandchild, ; or the spouse of any child, adopted child, grandchild grandchild, or adopted grandchild of Purchaseryours.

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: (i) the transfer of any or all of the Vested Shares during Purchaser's ’s lifetime by gift or on Purchaser's ’s death by will or intestacy to Purchaser's "immediate family" ’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser's immediate family’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; (ii) 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 Vested Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless (i) the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended; or (ii) the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Vested 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" “Immediate Family” will mean Purchaser's ’s spouse, the 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 the Purchaser or the Purchaser’s spouse, or the spouse of any of the above.

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; 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, the lineal ---------------- descendant or antecedent, ------ father, mother, brother or sister, adopted child or grandchildgrandchild of the Purchaser or the Purchaser's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser's spouse.

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: (i) 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; (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 and Repurchase Option for Unvested Shares 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 Vested 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, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, adopted child child, grandchild or grandchildadopted grandchild of the Purchaser or the Purchaser's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser's spouse.

Exempt Transfers. Notwithstanding anything to the contrary in ----------------- ---------------- this Section, the following transfers of Shares Preferred Stock will be exempt from the Company Right of First Refusal: (i) the transfer of any or all of the Shares Preferred Stock during PurchaserInvestor's lifetime by gift or on PurchaserInvestor's death by will or intestacy to PurchaserInvestor's "immediate family" (as defined below) or to a trust for the benefit of Purchaser Investor or PurchaserInvestor'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 Preferred Stock in the hands of such transferee or other recipient; (ii) any transfer of Shares Preferred Stock made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that the Company Right of First Refusal will continue to apply thereafter to such SharesPreferred Stock, 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); (iii) any transfer of Shares Preferred Stock pursuant to the winding up and dissolution of the Company; or (iv) any transfer of Shares made in accordance to an entity affiliated with Section 5 of this Agreement the Investors or this Section 6distribution from such funds to any general partners, limited partners shareholders or members. As used herein, the term "immediate family" will mean PurchaserInvestor'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 PurchaserInvestor.

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: (i) 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 signed by such transferee or recipient and 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; (ii) any transfer 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 Vested 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 providesprovides or unless the stock of such surviving corporation is publicly traded); or (iii) any transfer of Vested 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 familyIMMEDIATE FAMILY" will mean Purchaser's spouse, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, child, adopted child child, grandchild or grandchildadopted grandchild of the Purchaser or the Purchaser's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser's spouse.

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 to Purchaser's then- current shareholders (each a "Purchaser Shareholder"); (ii) the transfer of any --------------------- or all of the Shares by a Purchaser Shareholder during his or her lifetime by gift or on Purchaser's his or her death by will or intestacy to Purchasersuch Purchaser Shareholder's "immediate family" (as defined below) or to a trust for the benefit of such Purchaser Shareholder or Purchasersuch Purchaser Shareholder'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; 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 Purchasera Purchaser ---------------- Shareholder'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 Purchasersuch Purchaser Shareholder.

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: : (i) the transfer of any or all of the Vested Shares during PurchaserParticipant's lifetime by gift or on PurchaserParticipant's death by will or intestacy to PurchaserParticipant's "immediate family" (as defined below) or to a trust for the benefit of Purchaser Participant or PurchaserParticipant'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; , (ii) any transfer 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 Vested 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 Vested 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 PurchaserParticipant's spouse, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, adopted child or grandchildgrandchild of the Participant or the Participant's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of PurchaserParticipant or the Participant's spouse.

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 or 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 65. 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. 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 or 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.with

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 Vested Shares during Purchaser's lifetime by gift or on Purchaser's death by will or intestacy to Purchaser's "immediate family" (as defined determined 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 Will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer 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 Vested 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; 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, the lineal ---------------- descendant or antecedent, father, mother, brother or sister, adopted child or grandchildgrandchild of the Purchaser or the Purchaser's spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of Purchaser or the Purchaser's spouse.