Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (i) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended, (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (i) or (vi), (A) the Common Holder shall inform the Holders of such Transfer prior to effecting it and (B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 3.1 and 3.2 of this Agreement, any Major Stockholder may (i) sell, in one or more open-market transactions or private sales, shares in an amount up to the greater of (x) two percent (2%) of the Company’s outstanding Equity Securities and (y) twenty percent (20%) of the shares of the Company’s Equity Securities held by such Major Stockholder, as of the date of this Agreement, without triggering the provisions of Sections 3.1 and 3.2, and (ii) sell or otherwise assign, with or without consideration, Equity Securities to any spouse or member of such Major Stockholder’s immediate family, to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Major Stockholder’s spouse or members of such Major Stockholder’s immediate family, to a trust for such Major Stockholder’s own self, to a charitable remainder trust or to a partner or affiliate of such Major Stockholder, 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 Major Stockholder under this Agreement with respect to the transferred securities.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, (i) each Holder may sell or otherwise transfer, assign, with or without consideration, Registrable Securities to a transferee or assignee of such securities that is a direct or indirect partner, limited partner or retired partner of a Holder (or a spouse, former spouse or member of such partner's, limited partner's or retired partner's immediate family, or a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of such partner, limited partner or retired partner or his or her spouse, former spouse or immediate family members) or an Affiliate (as defined in Rule 405 under the Act); and (ii) Xxxxx Xxxxxx and Xxxxx Xxxxx may within thirty (30) days of the date hereof transfer an aggregate of 300,000 Registrable Securities to a transferee, 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 such Holder under this Agreement with respect to the transferred securities. Such transferred Registrable Securities shall remain "Registrable Securities" hereunder, and such transferee, assignee or donee shall be treated as a "Holder" for purposes of this Agreement.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 3, 4 and 5 of this Agreement, any Shareholder may sell or otherwise assign, with or without consideration, Equity Securities to any Permitted Transferee, provided, however, that any Permitted Transferee shall, prior to receiving any such Equity Securities and as a condition to the effectiveness of any such sale or assignation, become a party to this Agreement and undertake to return such Equity Securities to its transferor in the event that the Permitted Transferee ceases to be a Permitted Transferee in relation to its transferor.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, a Transferring Holder may sell or otherwise
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Subsections 6.1 and 6.2 of this Agreement, any Key Holder may sell or otherwise assign Shares held by him to a Permitted Transferee; 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 Key Holder under this Agreement with respect to the transferred securities.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, any Common Holder may, with the written consent of a majority in interest of the Investors (which consent shall not be unreasonably withheld), sell, transfer or otherwise assign, with or without consideration, Equity Securities to any spouse or member of such Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust.
Limitations to Rights of Refusal and Co-Sale. (A) Notwithstanding the provisions of Sections 1.1 through 1.3 of this Agreement, each Stockholder may sell, transfer or otherwise assign, with or without consideration, Shares to: any spouse or member of such Stockholder's immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of the Stockholder's spouse or members of the Stockholder's immediate family, or to a trust for the Stockholder's own self, or a charitable remainder trust, or to an entity that is controlled by the Stockholder and one or more members of the Stockholder's immediate family; provided, each such transferee or assignee referred to in this Section 1.6(a), prior to the completion of such sale, transfer or assignment, shall have executed documents assuming the obligations of a transferring Stockholder under this Agreement with respect to the transferred securities.
(B) Notwithstanding the provisions of Sections 1.1 and 1.5 of this Agreement, each Investor Stockholder may sell, transfer or otherwise assign, with or without consideration, Shares to: its partners or former partners in accordance with their partnership interests if such Investor Stockholder is a partnership; or to its members or former members in accordance with their membership interests if such Investor Stockholder is a limited liability company; or to its shareholders or former shareholders if such Investor Stockholder is a corporation; or to family members or a trust or limited partnership for the benefit of an individual or family member thereof if such Investor Stockholder is an individual; or to any subsidiary of affiliate of such Investor Stockholder; provided, further, that each such transferee or assignee referred to in this Section 1.6(b), prior to the completion of such sale, transfer or assignment, shall have executed documents assuming the obligations of the Investor Stockholder under this Agreement with respect to the transferred securities.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, a Transferring Holder may sell or otherwise 5 91 assign, with or without consideration, Equity Securities to (i) a subsidiary, parent, partner, limited partner, retired partner, affiliated partnership or stockholder of such Transferring Holder, (ii) a transferee who is a pledgee, or assignee of such pledgee, of Holder pursuant to a bona fide loan transaction, or (iii) any spouse or member of Transferring Holder's immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of the Transferring Holder's spouse or members of the Transferring Holder's immediate family, or to a trust for the Transferring Holder's 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 Holder under this Agreement with respect to the transferred securities.
Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, the Key Common Holder may sell or otherwise assign, with or without consideration, Equity Securities to any spouse or member of the Key Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of the Key Common Holder’s spouse or members of the Key Common Holder’s immediate family, or to a trust for the Key Common Holder’s 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 Key Common Holder under this Agreement with respect to the transferred securities. In addition, notwithstanding the provisions of Section 3.1 and 3.2 of this Agreement, 5AM Ventures LLC and 5AM Co-Investors LLC may sell or otherwise assign, with or without consideration, Equity Securities to (i) Aravis Venture, L.P., (ii) The Bay City Capital Fund, L.P. and (iii) Versant Venture Capital, L.P. (each a “Member”), so long as prior to the completion of the sale, transfer, or assignment (a) such Member is a stockholder of the Company and (b) such Member shall have executed documents assuming the obligations of a Key Common Holder under this Agreement with respect to the transferred Equity Securities.
