No Block Transfers to Individual Persons. Neither of the Investors nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXX) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the Investors, (ii) any of their Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
No Block Transfers to Individual Persons. Each Preferred Stockholder agrees that it will not, and will cause its Affiliates not to, individually or acting together with any other Preferred Stockholder or its Affiliates, at any time knowingly (after reasonable inquiry), directly or indirectly, transfer any shares of Company Preferred Stock or any shares of Company Common Stock issuable upon conversion of the Company Preferred Stock (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 5% or more of the voting capital stock of the Company then outstanding or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 15% of the voting capital stock of the Company then outstanding (other than, in each case of clauses (a) or (b), to (i) any of its Affiliates (including commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Sections 2, 3 and 4 or (ii) an underwriter in connection with a bona fide public offering or distribution or a person in a sale made pursuant to open market transactions through a broker in which the Transferring Preferred Stockholder does not know, after due inquiry, that the ultimate purchaser of such capital stock would beneficially own in the aggregate more than 15% of the voting capital stock of the Company then outstanding).
No Block Transfers to Individual Persons. Each Shareholder agrees that it will not, and will cause its Affiliates not to, individually or acting together with any other Shareholder or its Affiliates, at any time knowingly directly Transfer any shares of Insmed Common Stock or any shares of Insmed Preferred Stock or any shares of Insmed Common Stock issuable upon conversion of the Insmed Preferred Stock, unless consented to by Insmed: (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 5% or more of the voting capital stock of Insmed then outstanding or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such Transfer, would beneficially own in the aggregate more than 15% of the voting capital stock of Insmed then outstanding (other than, in each case of clauses (a) or (b), to (i) any of its Permitted Assigns or (ii) an underwriter in connection with a bona fide public offering or distribution or a Person in a sale made pursuant to open market transactions through a broker in which the transferring Shareholder does not know that the ultimate purchaser of such capital stock would beneficially own in the aggregate more than 15% of the voting capital stock of Insmed then outstanding).
No Block Transfers to Individual Persons. Each Investor agrees that it will not, individually or acting together with any other Investor, at any time knowingly (after reasonable inquiry), directly or indirectly, transfer any Preferred Shares or any shares of Common Stock issuable upon conversion of the Preferred Shares (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 7.0% or more of the voting capital stock of the Company then outstanding or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than
No Block Transfers to Individual Persons. Each Investor hereby agrees that it will not, individually or acting together with other Investors, at any time knowingly, directly or indirectly, transfer Shares, or any shares of Common Stock issuable upon conversion of the Shares, constituting 10% or more of the voting capital stock of the Company then outstanding to any individual Person (other than to any Investor or any of its Affiliates (including commonly controlled or managed investment funds) who agree to be bound by the terms of Sections 8, 9 and 10 of this Agreement).
