Limitation on Right. Notwithstanding any other provision to the contrary, Xxxx shall not be entitled to exercise the Call Option if, as a result of such purchase, Xxxx’x ownership of the Company’s issued and outstanding share capital (calculated either by ownership percentage or voting power) would be greater than forty-nine percent (49%) (the “Ownership Threshold”). If, as a result of this Section 5.3, Xxxx is unable to exercise its Call Option, then such Call Option shall be deemed to be temporarily suspended until such time that Xxxx can exercise such Call Option either (i) without exceeding the Ownership Threshold or (ii) immediately prior to the time of any Liquidity Event, at which time the Ownership Threshold described in the prior sentence shall be deemed waived. For the avoidance of doubt, all of Xxxx’x ownership of the Company’s share capital, including any shares that may be, or have been, lawfully transferred by Xxxx to any third party pursuant to this Agreement, shall be included in the calculation of Xxxx’x ownership of the Company’s share capital. The Call Option may not be assigned or transferred by Xxxx to any third party.
Limitation on Right. Notwithstanding the provisions of this Section 2, the Right of First Refusal set forth in this Section 2 shall not apply to:
(i) any sale or transfer of the Stock in a public offering of securities of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”);
(ii) any sale or transfer of the Stock in connection with or pursuant to (i) a merger or consolidation or the sale, or exchange by the stockholders of the Company of all or substantially all of the capital stock of the Company, where the stockholders of the Company immediately before such transaction do not obtain or retain, directly or indirectly, a majority of the beneficial interest in the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or acquiring entity, in substantially the same proportion as before such transaction, or (ii) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to a subsidiary of the Company as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)) where the stockholders of the Company immediately before such sale or exchange do not obtain or retain, directly or indirectly, a majority of the beneficial interest in the voting stock or other voting equity of the corporation or other entity acquiring the Company’s assets, in substantially the same proportion as before such transaction; and
(iii) any transfer of the Stock to employees of the Purchaser who were inventors of technology subject to the TSRI Agreements; provided that in each case the transferee first agrees in writing, pursuant to an agreement in a form reasonably requested by the Company, to be subject to and bound by the terms of this Agreement to the same extent as if such transferee were the original Purchaser hereunder.
Limitation on Right. Notwithstanding the provisions of this Section 3, the Right of First Refusal set forth in this Section 3 shall not apply to:
(i) any transfer to the Purchaser’s ancestors or descendants or spouse or to a trustee for their benefit, provided that in any case any such transferee shall agree in writing (in a form satisfactory to the Company) to take the Stock subject to all the terms of this Agreement, including the Right of First Refusal; or
(ii) any sale or transfer of the Stock in a public offering of securities of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”).
Limitation on Right. The Right of First Refusal shall not apply to any transfer of the Premises to any related entity (owning or controlling greater than 40% of the entity) to the Lessor or to the ancestors or descendants or spouse of any of the Lessor's trustees provided that in any case any transfer to any related entity, the transferee shall agree in writing to own the Premises subject to all the terms of this Agreement, including the Right of First Refusal.
Limitation on Right to Trigger a Selection 45
3.1.1 Payable by MetaMorphiz to JHL 54
Limitation on Right. The Right of First Refusal shall not apply ------------------- to any transfer to the Purchaser's ancestors or descendants or spouse or to a trustee for their benefit provided that in any case any such transferee shall agree in writing (in a form satisfactory to the Corporation) to take the Stock subject to all the terms of this Agreement, including the Right of First Refusal.
Limitation on Right. Notwithstanding the provisions of this Section 2, the Right of First Refusal set forth in this Section 2 shall not apply to:
(i) any transfer to UMB’s investment manager, or to UMB’s affiliates provided that in any case any such transferee shall be subject to the prior requirement that transferee execute 21 stock transfer agreement in a form acceptable to the Company.
(ii) any sale or transfer of the Stock in a public offering of securities of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”).
Limitation on Right. Notwithstanding the provisions of this ------------------- Section 4, the Right of First Refusal set forth in this Section 4 shall not apply to:
(i) any transfer to the Purchaser's (or Founder's) ancestors or descendants or spouse or to a trustee for their benefit provided that in any case any such transferee shall agree in writing (in a form satisfactory to the Company) to take the Stock subject to all the terms of this Agreement, including the Right of First Refusal.
(ii) any sale or transfer of Vested Shares of the Stock in a public offering of securities of the Company registered under the Securities Act in which the Company receives net proceeds of at least $10,000,000.
Limitation on Right. Notwithstanding the provisions of this Section 5.3, the Right of First Refusal set forth in this Section 5.3 shall apply only to a sale or transfer of Common Shares representing not less than 5% of the then issued and outstanding shares of the Common Stock of the Company in a single transaction or in a series of integrated transactions.
Limitation on Right. Without regard and not subject to the other provisions of this Section 2.2, any Initiating Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares, to any other Initiating Holder, and any Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares to such Holder to any Related Person (as defined below) or any or all of his or her ancestors, descendants, spouse, or members of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of his or her ancestors, descendants, spouse, or members of his or her immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents assuming the obligations of the Holder under this Agreement with respect to the transferred securities.
