Exempted Transfer. The transfer restrictions under Section 3.1 and the Right of First Refusal and Right of Co-Sale under Sections 3.3 shall not apply to the transfer of any Shares pursuant to the ESOP (each such transferee, a “Permitted Transferee”); provided, that each such Permitted Transferee, prior to the completion of the transfer, shall have executed a joinder agreement, in form and substance approved by the Board, to assume the obligations of an Ordinary Shareholder under this Agreement, with respect to the transferred Shares; provided further, that the transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement.
Exempted Transfer. The Right of First Refusal and Right of Co-Sale under Subsection 3.3 and 3.4 shall not apply to (i) the transfer of any Equity Securities of the Company now or hereafter held by Xx. Xxxx Holding Vehicle to its Affiliates, (ii) any adjustments or reorgnization of the Equity Securities held by Xx. Xxxx Holding Vehicle for the purpose of IPO, (iii) the transfer of any Equity Securities of the Company now or hereafter held by each of the Shareholders to an entity one hundred percent (100%) owned by such Shareholder, or to a Person owning directly or indirectly 100% of the voting equity securities in such Shareholder, or an entity (directly or indirectly) whose 100% voting equity securities are under the common control with the Shareholder, provided that such transfer by any Class A Ordinary Shareholder or Class C Ordinary Shareholder shall be subject to the consent of Xx. Xxxx Hongyi, or (iv) any other transfers approved by the Board of Directors for the purpose of the IPO.
Exempted Transfer. Notwithstanding any contrary provisions set forth herein, the rights of first refusal and tag-along rights enjoyed by the Investors shall not apply in the following circumstances:
(1) The employees’ shares transferred by the Founding Shareholders of the Company and the trustee appointed to hold shares on behalf of employees under employee incentive plan to the officers and other employees of the Company, consultants or persons who shall be entitled to obtain the incentive shares under the employee incentive plans as approved by the Board of Directors;
(2) Any share transfer in accordance with the drag-along rights as set forth in Article 9.2.6 hereof;
(3) The transfer of all shares of the Company by the Actual Controller to its Affiliates, or by the Affiliates of the Actual Controller to the Actual Controller, according to the agreement between the Founding Shareholders and Investors.
(4) Domestic capital reduction and overseas capital increase or transfer for Restructuring.
Exempted Transfer. Subject to the accuracy of the representations set forth in Section 2 hereof, the transfer of the Equity Interest pursuant to this Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act.
Exempted Transfer. Subject to the requirements of applicable laws, the Right of First Refusal and Right of Co-Sale under Section 3.3 and Section 3.4 and the transfer restriction under Section 3.1 shall not apply to Transfer of any Shares now or hereafter held by the Founder Parties to the applicable Founder Party’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Founder Party or such Founder Party’s parents, children, spouse for bona fide estate planning purposes and/or the wholly-owned Affiliates of such Founder Parties (each such transferee, a “Permitted Transferee”); provided, that (i) such Transfer is effected in compliance with all applicable laws, (ii) the applicable Founder Party has provided the Investor reasonable evidence of the bona fide estate planning purposes for such Transfer, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a Deed of Adherence substantially in the form attached here as Exhibit B (“Deed of Adherence”) to assume the obligations of such Founder Parties under this Agreement, with respect to the transferred Shares; provided further, that the transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement.
Exempted Transfer. The transfer restrictions under Section 3.1, the Series C ROFR under Section 3.4, the Series B ROFR under Section 3.5, the Right of First Refusal under Section 3.6, the Series A/X-0 XXXX under Section 3.7, the Right of Co-Sale under Section 3.9, and the Right of First Offer under Section 3.11 shall not apply to (a) any transfer by a Founder Party or a Restricted Shareholder of (i) with respect to a Founder Party, up to ten percent (10%) of the Equity Securities of the Company held by the Founder Parties collectively as of the Effective Date, to the Founder’s Family Members or personal trust, or to a special purpose vehicle which is wholly owned by any Founder Party, in each case, for bona fide commercial reasons, or (ii) with respect to a Restricted Shareholder, up to ten percent (10%) of the Equity Securities of the Company held by such Restricted Shareholder as of the Effective Date, to such Restricted Shareholder’s Family Members or personal trust for estate planning purposes, (b) any repurchase by the Company of Common Shares held by any employee pursuant to the terms and conditions of the Share Plan, or (c) any transfer by an Investor to its Affiliates (each of the foregoing transferee, a “Permitted Transferee”); provided that, in each case of (a) through (c), (i) any Equity Securities of the Company transferred pursuant to this Section 3.13 shall remain to be subject to the terms and restrictions under this Agreement (including, without limitation, Section 3.1), (ii) adequate documentation therefore shall be provided to the Company and each other Shareholder, and (iii) each Permitted Transferee shall agree to comply with the provisions of Section 3.14 below in full.
Exempted Transfer. The provisions of this Paragraph 1 shall not apply to any of the following dispositions of Shares by Executive, provided that the transferee or acquirer of the Shares disposed of under this Paragraph 1 agrees in writing to be bound by the terms of this Paragraph 1: (i) any disposition by will or intestacy and any other disposition to an heir, executor, estate, committee, guardian or other legal representative of Executive upon the death or legal incapacity of Executive, or (ii) any disposition to a Family Transferee of Executive (as hereinafter defined). As used in this Amended Agreement, a "FAMILY TRANSFEREE" shall mean (A) a spouse, child, parent, grandchild or sibling of Executive or (B) a trust established by Executive, or a trustee, fiduciary, custodian or foundation designated by Executive, that will hold the Shares for the benefit of Executive or for the benefit of any of the persons described in item (A) above in this sentence.
Exempted Transfer. (a) For the avoidance of doubt and notwithstanding anything to the contrary (including Section 2.7), the Buyer shall not have any Right of First Refusal with respect to a Transfer of Common Shares and/or the Exchange Shares by the Seller to any Person who is, as of the date of this Agreement, a limited partner of the Seller; provided that (i) the Parties shall comply with the provisions of Section 2.6(b) below, and (ii) the Seller shall give the Buyer at least five (5) Business Days’ prior written notice before any such Transfer, which written notice shall include the identity of the transferee and the number of Common Shares and Exchange Shares to be Transferred.
(b) Notwithstanding anything to the contrary contained herein, during the ROFR Period, in the event that the Seller and its Affiliates that have been Transferred shares to within the ROFR Period in accordance with Section 2.1(x) (the “Qualified Affiliates”) together come to hold less than (i) 12% of the total number of outstanding shares of the Company in the aggregate, calculated before giving effect to the issuance of the Exchange Shares, or (ii) 15% of the total number of outstanding shares of the Company in the aggregate, calculated after giving effect to the issuance of the Exchange Shares, and in each of (i) and (ii) above, calculated after giving effect to any Transfer contemplated by any definitive agreement entered into by the Seller or the Qualified Affiliates (other than a Transfer with prior written consent of the Buyer) as if all such Transfers had been consummated (a “Termination Event”), the ROFR Period and the Put Option shall immediately expire and terminate, and the Seller shall return the Deposit Amount to the Buyer in accordance with Section 2.1.
Exempted Transfer. Section 4.2 shall not apply to (i) any Transfer of Equity Securities in accordance with any ESOP then adopted by the Company in accordance with this Agreement and the Company Constitution then in effect; (ii) any bona fide Transfer of the publicly traded stocks of any direct or indirect shareholder of any Shareholder (for the avoidance of doubt, including any bona fide trading of stocks of Oramed Pharma publicly listed on Nasdaq); or (iii) any Transfer of the HTIT Option in accordance with the terms and conditions to be set out under the Option Agreement.
Exempted Transfer. Notwithstanding anything to the contrary herein, except in the case of (i) a transfer to the Company, (ii) a transfer by an Investor to its equityholders in connection with an in-kind distribution to or redemption of one or more equityholders, (iii) a transfer by an Investor to any transferee in connection with the foreclosure or enforcement of any share security in connection with any margin financing, (iv) a transfer in connection with any Demand Registration, Piggyback Registration, Shelf Registration or Underwritten Block Trade hereunder or sale to the public under Rule 144 or (v) a private placement in accordance with applicable laws (each of clauses (i), (ii), (iii), (iv) and (v), an “Exempted Transfer”), prior to transferring any Registrable Securities to any Person (including by operation of law), the Holder making such transfer shall cause the prospective transferee to execute and deliver to the Company a Joinder. In the event of an Exempted Transfer under clause (ii), clause (iii) or clause (v) of such definition, the Holder making such transfer may (but is not required to) cause the prospective transferee to execute and deliver to the Company a Joinder. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such securities as the owner of such securities for any purpose. Other than in the case of an Exempted Transfer, whether or not any such transferee has executed a counterpart hereto, such transferee shall be subject to the obligations of the transferor hereunder.
