Limitations to Rights. Without regard and not subject to the provisions of Sections 1.1 and 2.1;
Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 8.1 and the right of first refusal and right of co-sale of the Investors under Sections 8.2 and 8.3 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Transferor to such Transferor’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Transferor or such Transferor’s parents, children, spouse for bona fide estate planning purposes, and (c) Transfer of any Equity Securities of the Company now or hereafter held by an Transferor to its Affiliates (each such transferee pursuant to clause (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, (ii) respecting any transfer pursuant to clause (b) above, the Transferor has provided the Majority Investors 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 execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Investor” subject to the terms and conditions hereof (if not already so bound) assuming the obligations of such Transferor under this Agreement as a Transferor, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement.
Limitations to Rights. Without regard and not subject to the provisions of Sections 2.1 and 3.1, the Stockholder may sell or otherwise assign for consideration Shares to any or all of his 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 ancestors, descendants, spouse, or members of his immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall
Limitations to Rights of First Offer and Co-Sale Without being required to comply with the provisions of Clauses 6.1 and 6.2 of this Agreement,
Limitations to Rights. Without regard and not subject to the provisions of this Section 1, Stockholder may sell or otherwise assign Shares to any affiliate of Stockholder or any employee or former employee of Stockholder who is or was involved in Stockholder’s research programs relating to Vitamin D and its analogs in oncology and other disease therapies that gave rise to the inventions that are the subject of the License Agreement, 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 Stockholder under this Agreement with respect to the transferred securities.
