Nothing in Section 2. 6(a) shall prevent: (i) any Holder that is a partnership, limited liability company or corporation from (A) making a distribution of Shares to the partners, members or stockholders thereof or (B) Transferring Shares to an Affiliate of such Holder; (ii) any Holder who is an individual from Transferring Shares to (A) an individual by will or the laws of descent or distribution or by gift without consideration of any kind or (B) a trust or estate planning-related entity for the sole benefit of such Holder or a lineal descendant or antecedent or spouse; (iii) any Holder from (A) pledging, hypothecating or otherwise granting a security interest in Shares or securities convertible into or exchangeable for Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares or such securities or (B) Transferring Shares pursuant to a final non-appealable order of a court or regulatory agency; or (iv) any Holder from Transferring Shares in a manner that was permitted under, but subject to the conditions described in, the lock-ups entered into in connection with the Company’s initial public offering; provided that, in the case of clauses (i), (ii), (iii) and (iv), such Transfer is otherwise in compliance with applicable securities laws and; provided, further, that, in the case of clause (ii), subclause (B) of clause (i) and, if applicable, clause (iv), each such Transferee agrees in writing to become subject to the terms of this Agreement by executing an Adoption Agreement and agrees to be bound by the applicable underwriter lock-up.
Nothing in Section 2. 11(a) shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the types described in Section 2.11(a), including without limitation the restrictions and limitations set forth in Sections 6.1, 6.4 and 6.5 hereof.
Nothing in Section 2. 5 shall limit the Company's obligation to make payment or reimbursement to the Shareholder pursuant to Section 2.2 hereof if the Company decides not to contest or abandons its prior decision to contest the Proposed Adjustment.
Nothing in Section 2. 06(a)(i) shall prohibit any of the Philippine Parties from entering into any agreement or making any arrangement or commitment on behalf of themselves only (and not on behalf of the Consortium, any other member of the Consortium, the Licensees, or any Licensee) with any Person:
(i) as required under Section 2.03; or
(ii) as required to satisfy the Closing Conditions.
Nothing in Section 2. (a) will affect the existing Internet use rights in the Licensed Materials which were granted by B&T to Kinokuniya, a Japanese bookstore, prior to the date of this Agreement; provided that B&T will not expand such rights prior to the 1st anniversary of this Agreement. Further, nothing in Section 2.2.1 will prevent B&T from (a) licensing its limited on-hand and on-order database product for Internet display, (b) displaying any Data on the Internet to permit its institutional customers to select and order materials from B&T, (c) licensing any Data to its retail-store customers for the sole purpose of facilitating physical store sales, provided that the Data is not used to support Internet or electronic online commerce in any way, (d) licensing any Data for electronic display solely on in-store electronic kiosks, provided that the Data is not used to support Internet or other electronic online commerce in any way, and (e) licensing any Data for electronic display solely to permit institutions (such as libraries), distributors and retail stores to submit purchase orders to B&T and to other distributors or publishers via electronic data transfer or other means of electronic communication.
