Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restriction on transfers under Section 2.1, the right of first refusal of the Company under Section 2.2, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer of any Equity Securities of the Company now or hereafter held by a Founder or Founder Holding Entity to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreement, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to such Founder’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Founder or such Founder’s parents, children, spouse for bona fide estate planning purposes, provided that to the extent any voting rights respecting the Equity Securities will be transferred to such transferee, then prior to the completion of the transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transferee, shall execute a document in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares assuming the obligations of such Founder or Founding Holding Entity under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entity, with respect to the transferred Equity ...
Limitations to Rights of First Refusal and Co-Sale. (a) Notwithstanding the provisions of this Section 2 and in the Shareholders Agreement, the Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities held by him as of the date hereof, to any Person, and such sale or assignment shall be subject to only the applicable Holders’ right of first refusal under Section 2.2 and co-sale right under Section 2.3 under the same terms and conditions, provided that (i) only one (1) transfer is permitted and any additional transfer shall require the prior consent of each Investor, and (ii) each such transferee, 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, including but not limited to Section 2.1 hereof, with respect to the transferred securities.
Limitations to Rights of First Refusal and Co-Sale. The provisions of this Section 9 shall not apply to:
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.
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, and (b) Transfer of any Equity Securities of the Company now or hereafter held by the Principal or his BVI Company to the Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (b) above, a “Permitted Transferee”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any transfer pursuant to clause (b) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Investors assuming the obligations of the Principal or the BVI Company under this Agreement as the Principal or the BVI Company, 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 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. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investor under Sections 2.2 and 2.3 shall not apply to:
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 9.01 and 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:
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.
