Permitted Exemptions. The participation rights of Investor shall not apply to (a) any pledge of Common Stock made by the Founders pursuant to a bona fide loan transaction that creates a mere security interest, (b) any transfer to the Founders' ancestors or descendants or spouse or to a trustee for their benefit, or (c) any bona fide gift. Any such pledgee, transferee or donee shall be known as a "Permitted Transferee."
Permitted Exemptions. The participation rights of the Investor shall not apply to (a) any pledge of Common Stock made by a Principal Stockholder pursuant to a bona fide loan transaction which creates a mere security interest, (b) any transfer of Common Stock to the Company pursuant to a written agreement between the Company and a Principal Stockholder providing for the right of such repurchase or to the Principal Stockholder's ancestors or descendants or spouse or to a trustee for their benefit, (c) any bona fide gift of Common Stock; provided, that (i) the Principal Stockholder shall inform the Investor of such pledge, transfer or gift prior to effecting it and (ii) the pledgee, transferee or donee (collectively, the "Permitted Transferees"), shall furnish the Investor with a written agreement to be bound by and comply with all provisions of this Agreement applicable to the Principal Stockholders, or (d) any transfer between parties to this Agreement. Such transferred shares shall remain subject to this Agreement and the Permitted Transferees shall be treated as "Principal Stockholders" for purposes of this Agreement.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Major Investors under this Section 7 shall not apply to transfers to any Immediate Family Member or trust for the benefit of any Key Holder, ME Common Holder or to trusts for the benefit of such persons; provided, that (A) the Seller shall inform the Company of such transfer prior to effecting it, and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement; provided, further, that the rights of the Major Investors under this Section 7 shall not apply to transfers by REC Solar AS to REC Solar ASA or by either of them (together “REC”), so long as such transfer by REC is (i) to a ME Common Holder or Major Investor, (ii) such ME Common Holder or Major Investor is not a direct or indirect competitor of the Company (as determined in the sole discretion of the Board) and (iii) REC and the transferee shall have otherwise complied with the clauses (A) and (B) hereof. Such transferred stock shall remain subject to this Agreement, and such transferee shall be treated as a “Key Holder” or “ME Common Holder,” as applicable, for purposes of this Agreement.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Major Investors under this SECTION 4 shall not apply to transfers to any Immediate Family Member or trust for the benefit of any Common Holder or to trusts for the benefit of such persons; provided, that (A) the Seller shall inform the Company of such transfer prior to effecting it, and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred stock shall remain subject to this Agreement, and such transferee shall be treated as a “Common Holder,” as applicable, for purposes of this Agreement.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Investors under Section 6 shall not apply to transfers to (i) any partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners of any Seller, (ii) any family member or trust for the benefit of any individual Seller or to trusts for the benefit of such persons, (iii) a successor entity or Affiliate of a Seller or (iv) any bona fide gift; provided that (A) the Seller shall inform the Company of such transfer, pledge or gift prior to effecting it and (B) the transferee or donee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred or gifted stock shall remain subject to this Agreement, and such transferee or donee shall be treated as a “Seller” for purposes of this Agreement.
Permitted Exemptions. The participation rights of the Holder shall not apply to any bona fide gift; provided that a Shareholder shall inform the Holder of such gift prior to effecting it and the donee shall furnish the Holder with a written agreement to be bound by, and comply with, all provisions of this Agreement applicable to such Shareholder.
Permitted Exemptions. This provision does not apply to any Confidential Information which:
(a) (public information): at the date of this Agreement is in, or at any time subsequent comes into the public domain, except through default under this Agreement by the recipient party or any agent of the recipient party;
(b) (prior knowledge): can be shown by the recipient party to the satisfaction of the disclosing party to have been known by the recipient party before disclosure by the disclosing party to the recipient party;
(c) (third party access): subsequently comes lawfully into the possession of the recipient party from a third party;
(d) (legal process): is required by compulsion of law to be disclosed to a third party; or
(e) (future assets): in relation to the Supplier, is subject to clause 11.2 or clause 11.3.
Permitted Exemptions. The Tag Along Rights of the Purchaser shall not apply to (a) any pledge of Common Stock made by a Leeds Affiliate pursuant to a bona fide loan transaction which creates a mere security interest, or (b) any gift by pledge or transfer to a charitable organization, or (c) any Transfer to a Leeds Affiliate; PROVIDED, HOWEVER, that (i) Leeds shall provide prior written notice to Purchaser of such pledge or Transfer at least five (5) calendar days prior to effecting it and (ii) the pledgee or Transferee thereof (each, a "Permitted Transferee") shall furnish the Purchaser with a written agreement to be bound by and comply with all provisions of this Agreement applicable to Leeds.
Permitted Exemptions. 2 SECTION 3.
Permitted Exemptions. This provision does not apply to any Confidential Information which:
(a) after the date of this agreement is in the public domain, except through default under this agreement by the Recipient Party or its Agent;
(b) can be shown by the Recipient Party to the reasonable satisfaction of the Disclosing Party to have been known by the Recipient Party before disclosure by the Disclosing Party to the Recipient Party;
(c) subsequently comes lawfully into the possession of the Recipient Party from a third party; or
(d) subject to compliance with clause 22.5, is required by compulsion of law to be disclosed to a third party.
