Limitations to Rights of First Refusal and Co-Sale and Transfer Restriction Sample Clauses

Limitations to Rights of First Refusal and Co-Sale and Transfer Restriction. Subject to the requirements of applicable Law, the right of first refusal and right of co-sale of the Company and the Major Investors under Sections 2.2 and 2.3 and the transfer restriction under Section 2.1(i) shall not apply to (a) the Transfer of any Equity Securities of the Company now or hereafter held by a Key Holder to such Key Holder’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Key Holder or such Key Holder’s parents, children, spouse solely for bona fide estate planning purposes and/or any entity established solely for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder (each such transferee pursuant to clause (a) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), provided that, in all cases, the Transfer is made for no consideration; or (b) the repurchase of Equity Securities from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Equity Securities and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors; and (c) the Transfer of any Equity Securities of the Company now or hereafter held by a Key Holder to the public pursuant to an effective registration statement; or (d) the Transfer by each Principal (through its corresponding Principal Holder or otherwise) of up to one percent (1%) of the outstanding Equity Securities of the Company (calculated as of Series B-3 Closing Date) on a fully diluted and as-converted basis, and provided, however, that such transfer shall not be exempted from the right of first refusal of the Company and the Major Investors described in Section 2.2(iii) of this Agreement; provided, that in the case of clause (a) above, (i) the Key Holder has provided the Majority Preferred Holders 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, if applicable, and (ii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Preferred Holders assuming the obligations of such Key Holder under this Agreement and the applicable Other Restriction Agreements as a Key Holder, with respect to the transferred Equity Securities; ...
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Related to Limitations to Rights of First Refusal and Co-Sale and Transfer Restriction

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

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