Exempted Transfers Sample Clauses

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2 shall not apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her 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 Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by unanimous consent of the Board of Directors of the Company, 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 Key Holder or any such family members; or (e) to the sale by the Key Holder of up to 10% of the Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder shall deliver prior written notice to the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and prov...

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 5.1 and 5.2 hereof shall not apply: (i) to a repurchase of Transfer Shares from a Prospective Transferor by the Company at a price no greater than that originally paid by such Prospective Transferor for such Transfer Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board (including the affirmative vote of each of the Preference Directors); (ii) to the purchase of Transfer Shares from a Prospective Transferor by the Company pursuant to an agreement containing a right of first refusal in favor of the Company approved by the Board (including the affirmative vote of each of the Preference Directors); (iii) in the case of an Ordinary Shareholder or a Founder, upon a transfer of Transfer Shares by such Ordinary Shareholder or Founder to (A) his or her spouse, parent or child or (B) trusts for the benefit of such Ordinary Shareholder or Founder or his or her spouse, parent or child, in each such case, solely for tax planning purposes; and (iv) to any transfer of Transfer Shares in connection with the Indemnifiable Loss(es) (as defined in the Series D+ Share Purchase Agreement II) pursuant to Section 8 in the Series D+ Share Purchase Agreement II, and to any transfer of Transfer Shares in connection with the indemnifiable loss(es) as defined in the Series D+ Share Purchase Agreement I, Series D Share Purchase Agreement, the Series C Share Purchase Agreement, the Series B Share Purchase Agreement and the Series A Share Purchase Agreement pursuant to the terms thereof, as applicable; provided that, Section 5.2 hereof shall not apply to any transfer by a Founder Entity or Ordinary Shareholder of Ordinary Shares to any Person(s) until the aggregated number of Ordinary Shares transferred by each such Founder Entity or Ordinary Shareholder in one transaction or a series of transactions has reached to five percent (5%) of all the Ordinary Shares held by such Founder Entity or Ordinary Shareholder as of the Closing (the “Co-Sale Exempt Transfer”); provided further that (A) in the case of a transfer pursuant to clause (iii) above, (x) such Ordinary Shareholder or Founder shall deliver prior written notice to the Investors of such gift or transfer, such Transfer Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, agree to abide...

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, (i) the provisions of Sections 5.1 and 5.2 hereof shall not apply to any Proposed Transfer pursuant to ESOP Plan duly adopted pursuant to Section 7.2; and (ii) the provisions of Section 5.2 shall not apply to the transfer of Transfer Shares to any ROFR Holder by exercising its Right of First Refusal pursuant to Section 5.1.

Exempted Transfers. Except as otherwise set forth in this Section 2.3(h), the provisions of Section 2.3 shall not apply to the transfer or retransfer of, and each Stockholder or Investor who is an individual may transfer or retransfer any Capital Stock held by such Stockholder or Investor to or for the benefit of (i) any spouse, parent, child, grandchild, lineal descendant (including adopted children and stepchildren), siblings, aunts, uncles, nieces, nephews or in-laws (collectively, "Relatives") of such holder (including, without limitation, trustee(s) of a trust exclusively for the benefit of the Stockholder or Investor or any of the foregoing); (ii) any trustee or other fiduciary holding securities for the benefit of the Stockholder or Investor upon retirement; (iii) any partnership, corporation or limited liability company of which there are no owners other than such Stockholder or its Relatives; or (iv) any legal representative, devisee, or heir of a Stockholder or Investor upon his or her death (collectively, "Permitted Transferees"); provided, that all such transferees shall take such Capital Stock subject to all the restrictions, terms, and conditions of this Agreement and shall comply with Section 5.1; and provided further, that there shall be no further Transfer of such Capital Stock except in accordance with this Agreement.

Exempted Transfers. Notwithstanding the foregoing, the First Refusal Right of the Corporation set forth in this Section 10 shall not apply to any transfer without consideration to any person or entity, directly or indirectly, controlling, controlled by or under common control with the Participant; provided that (A) the Participant shall inform the Corporation 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 the original participant hereunder. Such transferred Shares shall remain “Shares” hereunder, and such transferee shall be treated as the “Participant” for purposes of this Agreement.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3.5(a) through (d) shall not apply: (i) in the case of a Shareholder that is an entity, upon a transfer by such Shareholder pro rata to its stockholders, members, partners or other equity holders, (ii) in the case of a Shareholder that is an individual, upon a transfer of India Shares by such Shareholder made for bona fide estate planning purposes, either during his or her 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 Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other person approved by the board of directors of the Corporation, 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 Shareholder or any such Family Members, or (iii) to the use of any India Shares for any pledge, lien, security interest or other encumbrance in favor of one or more creditors in connection with any debt financing obtained by such Shareholder for or on behalf of Amira India; provided that, in the case of any transfer pursuant to clause (i) or (ii) above, that (A) such transfer is made pursuant to a transaction in which there is no more than de minimis consideration actually paid for such transfer and (B) the Permitted Transferee (as defined in Section 4.1) executes and delivers a joinder to this Agreement in accordance with Section 4.1.

Exempted Transfers. Subject to Section 4.8 hereof, the rights and obligations provided under Sections 4.2, 4.4 and 4.5 hereunder shall not apply to (a) any Transfer of Restricted Shares to the Company pursuant to (x) a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship, or (y) any proposed repurchase that has been approved by the Board prior to the Closing Date, including the repurchases of Company Shares set forth under Schedule 5.10(a) of the Series F Purchase Agreement; (b) any transfer by a Management or a Management Shareholder of the economic interest in (but not the voting or other rights attached to or control derived from) any Restricted Shares to the parents, children or spouse, or to trusts for the benefit of such persons, of such Management for bona fide estate planning purposes; (c) any transfer of any Restricted Shares by a Selling Shareholder that is neither a Management nor a Management Shareholder to any Affiliate of such Selling Shareholder; (d) any transfer among the Management and the Management Shareholders, provided that at the time of such transfer the transferee Management shall remain in continuous employment with the Company or any other Group Company, or (e) any transfer in a Drag-Along Transaction pursuant to Section 5 (each transferee pursuant to the foregoing subsections (a), (b), (c) and (d), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Company and the ROFR and Co-Sale Rights Holders and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, except for the transferor pursuant to the foregoing subsections (a) and (d), that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder; provided, further, that if any Permitted Transferee which received Restricted Shares pursuant to foregoing subsection (c) ceases to be a Permitted Transferee, it shall immediately transfer such Restricted Shares back to the applicable transferor from which it received such Restricted Shares.

Exempted Transfers. (a) The Purchaser shall be permitted to transfer ------------------ the Shares owned by it without complying with the provisions of this Section 2 solely in the event of transfer by the Purchaser to any Affiliate of the Purchaser (a "Permitted Transferee"), provided that any such Permitted Transferee shall have delivered to the Company the written agreement of such Permitted Transferee to be bound by all of the provisions of this Agreement to the same extent as the Purchaser. For the purposes of this Section, "Affiliate" shall mean any corporation, firm, partnership or other entity which directly or indirectly controls or is controlled by or is under common control with a party to this Agreement. "Control" means ownership, directly or through one or more affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any limited liability company or other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the Board of Directors of directors or equivalent governing body of a corporation or other entity.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5(a) and 5(b) shall not apply to: (i) bona fide gifts of Common Stock beneficially owned by ▇▇▇▇▇▇▇ to the immediate family members of ▇▇▇▇▇▇▇ or (ii) sales of Common Stock beneficially owned by ▇▇▇▇▇▇▇ sold under ▇▇▇▇▇▇▇’ 10b5-1 plan which plan currently allows ▇▇▇▇▇▇▇ to sell up to 100,000 shares of Common Stock on a quarterly basis at a price per share of at least $1.40. ▇▇▇▇▇▇▇ shall have the irrevocable right to continue to have a 10b5-1 plan in accordance with applicable securities laws and any sales under such 10b5-1 plan shall continue to be Exempted Transfers. The Company shall take all Necessary Actions to enable ▇▇▇▇▇▇▇ to exercise his right to continue to have a 10b5-1 plan for so long as ▇▇▇▇▇▇▇ is a director or officer of the Company.