Investor Exemptions. If the Securityholder is an Investor (as defined below) it may Transfer the whole or any part of its Securities:
A. if it is required by law to do so;
B. if it resolves to Transfer all or substantially all of its assets or if the Transfer is part of a portfolio sale of its assets;
C. to any person, where the Transfer is in connection with a reorganization of the Investor;
D. if the Transfer is to any manager, general partner, affiliate or associate of the Investor or affiliate or associate of such manager or general partner;
E. to any corporation or other form of entity whose senior officers are, or which is managed by a corporate manager whose senior officers are, common officers of the Investor, the Investor’s manager or the Investor’s general partner, as the case may be, as at the date of the Transfer;
F. to any limited partnership the general partner of which is Controlled, directly or indirectly, by the Investor, the manager or general partner of the Investor, or an affiliate or associate of the Investor, or its manager or general partner as at the date of the Transfer;
G. to any persons who are bona fide investors (including limited partners, the general partner or fund manager, as the case may be, or directors, officers, or employees who are participants in an incentive program) in the Investor who are entitled to participate in a distribution of the assets of the Investor upon winding-up, liquidation or dissolution where the Securities are distributed to them on such occurrence; provided that if such investors are required to become parties to this Agreement, such investors (if more than one) shall designate one person to represent all such investors and such representative will become party to and bound by this Agreement for and on behalf of such investors and the representative shall be deemed to be the legal and beneficial owner of such Transferred Securities for the purposes of this Agreement;
H. in respect of Ventures West 7 Limited Partnership (“Ventures West Canada”) and Ventures West 7 U.S. Limited Partnership (“Ventures West U.S.”), without limiting any of the foregoing, to (i) any limited partner of Ventures West Canada or Ventures West U.S., (ii) Ventures West Capital Ltd., any subsidiary thereof, or any corporation whose senior officers are common officers of Ventures West Capital Ltd., or (iii) any fund managed by Ventures West Capital Ltd. or any subsidiary thereof; or
I. in respect of Working Opportunity Fund (EVCC) Ltd., without lim...
Investor Exemptions. Any Investor (together, the “Transferring Investors”) may Transfer the whole or any part of its Equity Securities and corresponding Special Voting Stock (if applicable):
(i) if it is required by law to do so;
(ii) if it resolves to Transfer all or substantially all of its assets or if the Transfer is part of a portfolio sale of its assets;
(iii) if the Transfer is to any Affiliate or Associate of the Transferring Investor;
(iv) in the case of VW, to any member of the VW Group;
(v) to any corporation or other form of entity whose senior officers are, or which is managed by a corporate manager whose senior officers are, common officers of the Transferring Investor as at the date of the Transfer;
(vi) to any Persons who are bona fide investors (including limited partners, the general partner or fund manager, as the case may be) in the Transferring Investor who are entitled to participate in a distribution of the assets of the Transferring Investor upon winding-up, liquidation or dissolution where the Equity Securities and corresponding Special Voting Stock are distributed to them on such occurrence; provided that if such investors are required to become parties to this Agreement, such investors (if more than one) shall designate one person to represent all such investors and such representative will become party to and bound by this Agreement for and on behalf of such investors and shall be deemed to be the legal and beneficial owner of such transferred Equity Securities for the purposes of this Agreement; or
(vii) to any limited partnership the general partner of which is controlled, directly or indirectly, by the Transferring Investor as at the date of the Transfer; (each a “Transferee Investor”); provided that (i) each Transferee Investor will assume responsibility for any ongoing obligations, if any, of the Transferring Investors and (ii) all costs and expenses associated with such Transfer will be paid by the Transferring Investor.
Investor Exemptions. Notwithstanding the foregoing, the first refusal and co-sale rights of the Company and/or the Founders set forth in Section 2 above shall not apply to: (i) any transfer to the Investor's spouse or to trusts for the benefit of such Investor, such Investor's spouse or charity; (ii) any transfer or transfers by a Investor to another Investor; (iii) any transfer or transfers by an Investor to its partners or former partners in accordance with partnership interests; (iv) any transfer or transfers by an Investor to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Investor; (v) any transfer or transfers by an Investor to such Investor's members or former members in accordance with such members' or former members' interest in such Investor; (vi) from and after one year from the date hereof, transfers by the Investors of up to an aggregate of ten percent (10%) of each Investor's respective Investor Stock (defined below), either via a sale under Rule 144 promulgated under the 1934 Securities Act, as amended, or via open market transactions; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i) or (ii), (A) the Investor shall inform the Founders 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 Investor hereunder, including without limitation Section 2. Except with respect to Investor Stock transferred under clause (vi) above (which Investor Stock shall no longer be subject to the right of first refusal and co-sale rights of the Company and/or the Founders set forth in this Agreement), such transferred Investor Stock shall remain "Investor Stock" hereunder, and such transferee shall be treated as the "Investor" for purposes of this Agreement. Notwithstanding the foregoing, any shares of Investor Stock transferred pursuant to clause (i) above shall remain subject to any right of first refusal in favor of the Company set forth in the Company's Bylaws.
Investor Exemptions. Any Investor may Transfer the whole or any part of its Equity Securities:
A. if it is required by law to do so;
B. if it resolves to Transfer all or substantially all of its assets or if the Transfer is part of a portfolio sale of its assets;
C. to any Person, where the Transfer is in connection with a reorganization of the Investor;
D. if the Transfer is to any manager, general partner, Affiliate or Associate of the Investor or Affiliate or Associate of such manager or general partner;
E. to any corporation or other form of entity whose senior officers are, or which is managed by a corporate manager whose senior officers are, common officers of the Investor, the Investor’s manager or the Investor’s general partner, as the case may be, as at the date of the Transfer;
F. to any limited partnership the general partner of which is Controlled, directly or indirectly, by the Investor, the manager or general partner of the Investor, or an Affiliate or Associate of the Investor, or its manager or general partner as at the date of the Transfer;
G. to any Persons who are bona fide investors (including limited partners, the general partner or fund manager, as the case may be) in the Investor who are entitled to participate in a distribution of the assets of the Investor upon winding-up, liquidation or dissolution where the Equity Securities are distributed to them on such occurrence; provided that if such investors are required to become parties to this Agreement, such investors (if more than one) shall designate one person to represent all such investors and such representative will become party to and bound by this Agreement for and on behalf of such investors and the representative shall be deemed to be the legal and beneficial owner of such Transferred Equity Securities for the purposes of this Agreement;
H. in respect of Ventures West Canada and Ventures West U.S., without limiting any of the foregoing, to (i) any limited partner of Ventures West Canada or Ventures West U.S., (ii) Ventures West Capital Ltd., any Subsidiary thereof, or any corporation whose senior officers are common officers of Ventures West Capital Ltd., or (iii) any fund managed by Ventures West Capital Ltd. or any Subsidiary thereof; or
I. in respect of a GrowthWorks Shareholder, without limiting any of the foregoing, to any member of the GrowthWorks Group provided that each such transferee enters into an agreement under which the transferee becomes party to and bound by this Agreement.
Investor Exemptions. If the Shareholder is an Investor (as defined below) it may Transfer the whole or any part of its Escrow Securities:
A. if it is required by law to do so;
B. if it resolves to Transfer all or substantially all of its assets or if the Transfer is part of a portfolio sale of its assets;
C. to any person, where the Transfer is in connection with a reorganization of the Investor;
D. if the Transfer is to any manager, general partner, affiliate or associate of the Investor or affiliate or associate of such manager or general partner;
