Limitations to Rights of First Refusal and Co-Sale. (a) Notwithstanding the provisions of Sections 2.1 to 2.5, any of the Founders or Restricted Shareholders may sell or otherwise assign, with or without consideration, Common Shares or Preferred Shares to any Person in respect to which reasonable documentation is provided to the Company to evidence that such Person is (i) the spouse or an Immediate Family Member; (ii) a custodian, trustee, executor, or other fiduciary for the account of such Founder’s or Restricted Shareholder’s spouse or an Immediate Family Member, or (iii) a trust for such Founder’s or Restricted Shareholder’s own self, or a charitable remainder trust, provided that each such transferee or assign, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to other Shareholders of the Company, assuming the obligations of such Founder’s or Restricted Shareholder’s obligations under this Agreement with respect to the transferred securities.
(b) Any transfer between (x) ShanghaiMed and Time Intelligent, (y) WI Xxxxxx and any of its Affiliates, and (z) NewQuest and any of its Affiliates, shall not be subject to the right of first refusal and right of co-sale provided herein.
(c) Any transfer of Preferred Shares held by Top Fortune Win Ltd. or Star Rising Ltd., each being a Restricted Shareholder, shall not be subject to Section 2.4.
(d) In the event that Xxxxxx Xxxxx’x employment by the Company is terminated without Cause, any transfer of the Preferred Shares held by Xxxxxx Xxxxx through Time Intelligent and/or ShanghaiMed shall not be subject to the provisions of Section 2.
(e) Notwithstanding any provisions of this Section 2 to the contrary, Sections 2.2 to 2.5 shall not apply to any sale or transfer of Shares held by any of the Founders or Restricted Shareholders made pursuant to a Series F Sale Proposal or a Sale Proposal.
Limitations to Rights of First Refusal and Co-Sale. The provisions of this Section 9 shall not apply to:
(a) the exercise of outstanding options pursuant to the Company’s share incentive plans,
(b) any Transfers by the Founders to any of their respective Affiliates, and any Transfers by the Founders among themselves;
(c) sale or otherwise assignment, with or without consideration, of up to ten (10%) of Equity Securities now or hereafter held by such holder, to an entity wholly-owned by such holder, or to a spouse or child of such holder, or to a trust, custodian, trustee, or other fiduciary for the account of any of the foregoing, or to a trust for such holder’s account;
(d) other option rights or warrants approved by Preferred Shareholders; or
(e) any Transfers that may result from the transactions contemplated by the Offshore Reorganization. provided that, in case of (a), (b) and (c) above, each of the transferees, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to the Holders, assuming the obligations of the Restricted Shareholders under this Agreement with respect to the transferred securities; provided, further, that each of the transferor shall remain liable for any breach by such transferee of any provision hereunder.
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 2, any Ordinary Shareholder or Holder may sell or otherwise assign, with or without consideration, any Equity Securities now or hereafter held by such Person, to an Affiliate of such Person, or to any spouse, parent, lineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the account of any of the foregoing, or to a trust for such holder’s account, or a charitable remainder trust (collectively, the “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, 2.2 or 2.3, except as required by applicable Law. In addition, if any Ordinary Shareholder or Holder wishes to sell any Equity Securities in the Qualified IPO, such sale shall not be subject to Sections 2.1, 2.2 or 2.3 hereof.
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 9.01, this Section 9.01 shall not apply to the followings: an Ordinary Shareholder may sell or otherwise assign, with or without consideration, Equity Securities to any spouse or member of such Ordinary Shareholder’s immediate family, or to a custodian, trustee, executor, or other fiduciary for the account of the Ordinary Shareholder’s spouse or members of the Ordinary Shareholder’s immediate family, or to a trust for the Ordinary Shareholders’ own self, or a charitable remainder trust, 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 transferring Ordinary Shareholder under this Agreement with respect to the transferred securities.
Limitations to Rights of First Refusal and Co-Sale. Without regard and not subject to the provisions of Section 4. l and Section 4.2:
(a) In addition to any transfers pursuant to Section 2.1 and Section 2.2, each Employee Holder and Investor may sell, assign or otherwise transfer, with or without consideration, but subject to applicable securities laws or an exemption thereto, in any twelve (12) month period after the date of this Agreement up to 150,000 shares of the Equity Securities owned by the Employee Holder and Investor as of such date and such transferred securities shall be free of the provisions of this Agreement;
(b) Each Employee Holder or Investor may sell Equity Securities to the Company upon exercise by the Company of its rights to repurchase Common Stock issued pursuant to stock purchase or option agreements entered into between the Company and the Employee Holder and Investor, provided that the aggregate amount paid by the Company pursuant to all such Transactions shall not exceed $500,000 during the term of this Agreement; and
(c) Each Investor may sell Equity Securities to the Company upon exercise of its rights to cause the Company to repurchase Equity Securities as set forth in Article Three.C.3 of the Company's Articles of Incorporation.
Limitations to Rights of First Refusal and Co-Sale. (a) Notwithstanding the provisions of Sections 11.1, 11.2 or 11.3, ChemExplorer Investment Holdings Limited (BVI) and/or ChemPartner Investment Holdings Limited (BVI) may Transfer Ordinary Shares by granting options to employees of the Company approved by the Board (with the affirmative vole of at least one of the Series A Directors) to purchase such Ordinary Shares in accordance with the Founder ESOP (the “Employee Transferees”). Such Transfers shall not be subject to Sections 11.1, 11.2 or 11.3.
(b) The provisions of Sections 11.1, 11.2 and 11.3 shall not apply to (i) Transfers by ChemExplorer Investment Holdings Limited (BVI) and/or ChemPartner Investment Holdings Limited (BVI) Ordinary Shares in aggregate by transferring securities or granting options to persons who are not employees of the Company pursuant to the Founder ESOP (which Transfers shall not require the affirmative vote of a Series A Director); (ii) Transfers by an Ordinary Shareholder to an Affiliate which agrees to be bound under this Agreement; or (iii) Transfers by the Ordinary Shareholders to a trust or other entity established for Xx. Xxx’x or Xxx. Xxxx’x bona fide estate or tax planning purposes (iv) Transfers by the Ordinary Shareholders to Xxx. Xxxx, Xx. Xxx’x spouse, father, daughter or any future children of Xx. Xxx (collectively, the “Immediate Family Members”), provided that, in the case of clause (iii), (a) Xx. Xxx or Xxx. Xxxx (as the case may be) at all times remains as the trustee of such trust or other entity (or has the power to appoint and replace the trustee thereof) and may revoke the trust; (b) each such trust or other entity shall have executed documents, in form and substance reasonably satisfactory to the Investors, agreeing to be bound as a Founder under this Agreement, and (c) Xx. Xxx, Xxx. Xxxx, the Ordinary Shareholders and the Immediate Family Members, collectively, shall at all times Control more than fifty percent (50%) of the outstanding shares of the Company on a Fully-Diluted Basis (for purposes of the foregoing computation, ChemExplorer Investment Holdings Limited (BVI) shall be deemed to Control the Charged Shares); provided further that, in the case of clause (iv), (a) each transferee has entered into an irrevocable Power of Attorney granting Xx. Xxx the exclusive power to vote all of the transferred shares; (b) each transferee shall have executed documents, in form and substance reasonably satisfactory to the Investors, agreeing to be bound as a Found...
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of Sections 2 and 4 of this Agreement, each Purchaser Holder may sell or otherwise assign, with or without consideration, an unlimited amount of Stock to any spouse or member 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 spouse or members of his immediate family, or to a trust for himself, or to a charitable remainder trust or, in the case of First Union Capital Partners, Inc., to First Union Corporation or any Person directly or indirectly controlling, controlled by or under common control with First Union Corporation or, in the case of Meritage Private Equity Fund, L.P., to Meritage Investment Partners, LLC and any Person controlling, controlled by or under common control with such Person or any of their respective partners or, in the case of J.P.
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 6, any sale, transfer or assignment to a Permitted Transferee shall not be subject to Sections 6.1, 6.2 or 6.3; provided that (i) the Founder shall not sell, transfer or assign any direct or indirect interest in any Equity Securities now or hereafter owned or held by him to a Permitted Transferee at any time prior to the expiration date of a period ending one (1) year after the provision to the Investors of the 2015 Audited Financial Statements, and (ii) any Permitted Transferee acquiring Equity Securities, prior to the completion of such sale, transfer, or assignment, shall have executed a document in the form attached hereto as Exhibit B assuming the obligations of its transferring party under this Agreement, including but not limited to Section 6.1 hereof.
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of Sections 5.01 and 5.02 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Significant Stockholders shall not apply to any Transfer of Shares to (a) a member of such Stockholder’s family group or (b) a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of such Stockholder; provided, that (i) the Stockholder shall inform the Company and the other Significant Stockholders of such Transfer prior to effecting it and (ii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of the Stockholder under this Agreement with respect to the transferred Shares. Any such transferred Shares shall remain “Shares” hereunder, and such transferee shall be treated as a “Stockholder” for purposes of this Agreement.
Limitations to Rights of First Refusal and Co-Sale
