Transactional Exemption Clause Samples

Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of February 23, 2009 (as may be amended and/or supplemented, the “Merger Agreement”), by and among the Company, NAF Holdings II, LLC, a Delaware limited liability company (“Parent”), and NAF Acquisition Corp., a Delaware corporation and subsidiary of Parent (“Merger Sub”), nor the consummation of the Offer and the Merger (as such terms are defined in the Merger Agreement) or any other transactions contemplated by the Merger Agreement, shall cause any Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Sections 1(dd) and 3(a), respectively, of this Agreement). (b) Notwithstanding anything to the contrary in this Agreement, the provisions of Section 13 of this Agreement shall be deemed not to apply to the Merger or any other transactions contemplated by the Merger Agreement or the Offer Documents, the Ancillary Agreements or the Financing Agreements (as such terms are defined in the Merger Agreement).” 1.2 Subject to the provisions of Section 2 hereof, the Rights Agreement is amended by deleting the word “or” between “(the “Redemption Date”)” and “(iii)” in Section 7(a) of the Rights Agreement and adding the following to the end of such Section 7(a): “and (iv) the Effective Time (as defined in the Merger Agreement). The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Effective Time and, if such notification is given orally, the Company shall confirm same in writing as soon as practicable. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Effective Time has not occurred.”

Transactional Exemption. Investor understands that the February Warrant Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the February Warrant Shares, Warrant and Warrant Shares.

Transactional Exemption. Lender understands that the Warrants and shares of Common Stock are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Lender set forth herein in order to determine the applicability of such exemptions and the suitability of Lender to acquire the Warrants and shares of Common Stock .

Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of December 20, 2006 (the “Merger Agreement”), by and among the Company, Psychiatric Solutions, Inc., a Delaware corporation (“Parent”), and Panther Acquisition Sub, a Delaware corporation and subsidiary of Parent (“Merger Sub”), nor the consummation of the Merger (as that term is defined in the Merger Agreement) or any other transactions contemplated by the Merger Agreement, shall cause any Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Stock Acquisition Date” or an “Exercisability Date” (as those terms are defined in Sections 1(l) and 3(a), respectively, of this Agreement).” (b) Section 7(a) shall be amended and restated to read as follows:

Transactional Exemption. Investor understands that the Shares are being offered and sold in reliance on an exemption from the prospectus requirements of Canadian Securities Laws and an exemption from the registration requirements of U.S. federal and state securities laws and that: (a) the Investor is restricted from using most of the civil remedies available under the Canadian Securities Laws and that the Company is relieved from certain obligations that would otherwise apply under the Canadian Securities Laws, and (b) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the Shares.

Transactional Exemption. (a) Notwithstanding anything to the contrary in this Rights Agreement, neither the execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or any other transactions contemplated by, that certain Agreement and Plan of Merger dated as of December 1, 2004 (the "Merger Agreement"), by and among ProCyte Corporation ("the Company"), PhotoMedex, Inc. ("PhotoMedex") and Gold Acquisition Corp., a Washington corporation and a wholly owned subsidiary of PhotoMedex, including but not limited to, the execution, delivery and performance by the respective parties thereto of the Stockholders Agreements and Affiliate Agreements (as those terms are defined in the Merger Agreement) (the Merger Agreement, the Stockholders Agreements and the Affiliate Agreements collectively being referred to herein as the "Transaction Agreements"), shall cause any Person to become an "Acquiring Person" (as that term is defined in Section 1 hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a "Business Combination" or a "Distribution Date" (as those terms are defined in Sections 11(c)(i) and 3(b) hereof, respectively). (b) Notwithstanding anything to the contrary in this Rights Agreement, the provisions of Section 11 hereof shall be deemed not to apply to the merger or any other transactions contemplated by the Transaction Agreements."

Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery and performance by the respective parties thereto, nor consummation of the transactions contemplated by (i) the Agreement and Plan of Merger dated as of October 18, 1995 among the Company, Washington Energy Company ("WECo") and Washington Natural Gas Company or (ii) the Stock Option Agreements dated as of October 18, 1995 between the Company and WECo (together with the Merger Agreement, the "Transaction Agreements") shall cause any Person (as defined in Section 1(i) hereof) to become an "Acquiring Person" (as defined in Section 1(a) hereof), or give rise to any event that, through passage of time, would result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as defined in Sections 1(l) and 3(a) hereof, respectively). (b) Notwithstanding anything to the contrary in this Agreement, the provisions of Section 13 and 25 hereof shall be deemed not to apply to any of the transactions contemplated by the Transaction Agreements." 2

Transactional Exemption. Investor understands that the September Warrant Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the September Warrant Shares, Warrant and Warrant Shares.

Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery and performance by the respective parties thereto, nor consummation of the transactions contemplated by (i) the Agreement and Plan of Merger dated as of October 18, 1995 among the Company, Washington Energy Company ("WECo") and Washington Natural Gas Company or (ii) the Stock Option Agreements dated as of October 18, 1995 between the Company and WECo (together with the Merger Agreement, the "Transaction Agreements") shall cause any Person (as defined in Section 1(i) hereof) to become an "Acquiring Person" (as defined in Section 1(a) hereof), or give rise to any event that, through passage of time, would result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as defined in Sections 1(l) and 3(a) hereof, respectively). (b) Notwithstanding anything to the contrary in this Agreement, the provisions of Section 13 and 25 hereof shall be deemed not to apply to any of the transactions contemplated by the Transaction Agreements." 2