Transfers Not Subject to Restrictions. (a) Subject to Section 2 of Article VI, any Founder may sell, assign or transfer Voting Shares to (i) his spouse, non-minor children (natural or adopted), non-minor siblings or parents, or to a trust established for the benefit of his spouse, children (natural or adopted), siblings, parents or himself, or dispose of them under his will, or (ii) the other Founders, without compliance with Sections 3 and 5 of this Article V; provided that the transferee provides the Company and each of the Institutional Investors with a written agreement to be bound hereby to the same extent as the transferring Founder.
(b) The rights of the Institutional Investors under Section 4 of this Article V shall not apply to any pledge of Voting Shares by a Founder which creates a mere security interest, provided the pledgee provides the Company with a written agreement to be bound hereby to the same extent as the pledging Founder.
Transfers Not Subject to Restrictions. (a) Any Major Stockholder may Transfer Shares to an Affiliate of such Major Stockholder without compliance with Section 4.1 (Right of First Offer; Procedures) hereof, provided that such Major Stockholder and transferee comply with Section 7.6(b) hereof (Significant Transfers; Affiliate Acquisitions).
(b) The provisions of Section 4.1 (
Transfers Not Subject to Restrictions. Subject to Section 9 hereof, the Holder may sell, assign or transfer this Warrant to an affiliate, or to his parents, the parents of his spouse, his spouse or issue or adopted children, or to a trust established for the benefit of his parents, the parents of his spouse, his spouse, issue, adopted children, or himself, or dispose of them under his will.
Transfers Not Subject to Restrictions. The Holder may Transfer Shares to his or her spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Holder and/or Approved Relatives, or dispose of them under his or her will, without compliance with Sections 4 through 7 hereof provided that the transferee delivers to the Company and the Investors a written instrument agreeing to be bound by the terms of this Agreement as if it were the Holder.
Transfers Not Subject to Restrictions. 3.1 Subject to the provisions of Section 3.2, the Company’s and the Investors’ rights of first refusal and the Investors’ right of co-sale described in Sections 5 through 7 shall not apply to: (1) in the case of a Founder or an Additional Stockholder who is a natural person, (i) any Transfer of Shares by such Founder or Additional Stockholder by gift or bequest or through inheritance to, or for the benefit of, any member or members of such Founder’s or Additional Stockholder’s or such Founder’s or Additional Stockholder’s spouse’s Immediate Family or (ii) any Transfer of Shares by such Founder or Additional Stockholder to a trust (A) in respect of which such Founder or Additional Stockholder serves as trustee, provided that the trust instrument governing such trust shall provide that such Founder or Additional Stockholder, as trustee, shall retain sole and exclusive control over the voting and disposition of such Shares until the termination of this Agreement or (B) for the benefit solely of any member or members of such Founder’s or Additional Stockholder’s or such Founder’s or Additional Stockholder’s spouse’s Immediate Family; (2) in the case of all Founders, any Transfer of Shares to the Company or with respect to Transfers of up to an aggregate of up to 10% of the Shares held by a Founder as of the date such Founder first became party to this Agreement (or a prior version of this Agreement) and (3) in the case of all Additional Stockholders, any Transfer of Shares to the Company or with respect to Transfers of up to an aggregate of up to 10% of the Shares held by an Additional Stockholder as of the date such Additional Stockholder first became party to this Agreement.
3.2 In the event of any Transfer described in clauses (1)(i) or (1)(ii) of Section 3.1, the transferee of the Shares shall hold the Shares so acquired subject to all the restrictions imposed by this Agreement and shall be deemed a Founder or Additional Stockholder, as applicable, for all purposes hereof, and as a condition precedent to the validity of such Transfer, any such transferee must execute and deliver to the Company a written instrument agreeing to be bound by the provisions of this Agreement.
Transfers Not Subject to Restrictions. Any Founder may Transfer Shares to such Founder’s spouse or children or to a trust established for the benefit of such Founder’s spouse, children or such Founder, or dispose of them under such Founder’s will, without compliance with Sections 5.3 through 5.6 hereof; provided that the transferee delivers to the Company a written instrument agreeing to be bound by the terms of this Section 5 as if such transferee were a Founder. The rights of the Company and the Stockholders under Section 5 shall not apply to any pledge of Shares by a Founder which creates a mere security interest with no assignment of the voting right, provided the pledgee provides the Company with a written agreement to be bound hereby to the same extent as the pledging Founder.
Transfers Not Subject to Restrictions. Subject to Section 7 of this Agreement, any Founder may sell, assign or transfer Shares to his spouse or children or to a trust established for the benefit of his spouse, children or himself, or dispose of them under his will, without compliance with Sections 3 through 5 hereof.
Transfers Not Subject to Restrictions. Any Investor may Transfer Shares without compliance with the provisions of this Agreement as follows: with respect to a Transfer of at least 500,000 Shares (subject to adjustment for stock splits, adjustments, and the like) by an Investor which is (i) a partnership, to an affiliate of such partnership, or a corporation, to a wholly owned subsidiary of such corporation or in a distribution to its stockholders; (ii) a partnership or affiliated partnership, to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner; or (iii) a limited liability company, to a member of such limited liability company or a retired member who resigns after the date hereof or to the estate of any such member or retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Agreement to the same extent as if it were an original Investor hereunder.
Transfers Not Subject to Restrictions. 2.1. A bona fide pledge of Shares or Notes by a Stockholder wherein the pledgee agrees in writing to be bound by the provisions of this Agreement as and to the same extent as the Stockholders shall not be deemed to violate the provisions of Section 1.1.
2.2. The rights of the Company and the Stockholders under Sections 4 and 5 hereof shall not apply to any Transfer of Shares or Notes by a Stockholder to any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that Stockholder (the "Affiliate"), provided the Affiliate provides the Company and the Stockholders with a written agreement to be bound hereby to the same extent as the Stockholders.
2.3. The rights of the Company and the Stockholders under Section 4 and 5 hereof shall not apply to any Transfer of Shares or Notes by BayCorp that involves the spinoff of its Shares or Notes offered to substantially all stockholders of BayCorp or any similar transaction that results in stockholders of BayCorp acquiring Shares or Notes or the right to acquire Shares or Notes from BayCorp, such Shares or Notes or right to acquire Shares or Notes in an amount that is pro rata to each such stockholder's holdings of BayCorp capital stock.
2.4. The rights of the Company and the Stockholders under Section 4 and 5 hereof shall not apply to (a) the first 1,000,000 shares of Common Stock that BayCorp transfers (in addition to any exempted Transfers pursuant to Section 2.3) and (b) the first 481,500 shares of Common Stock that Equiva transfers, in each case such number of shares to be adjusted for stock splits, stock dividends, recapitalizations and other similar events.
Transfers Not Subject to Restrictions. 2.1 Amy may Transfer Shares to any one or more of Jeremiah, Richard Jx., Xxian, Audrey or Ellen Tarrant (the "Txxxxxx Chxxxxxx") xr tx x xruxx xxxablixxxx xxx xxx xenefit of the Tarrant Children or herself, or may dispose of them under her will, provided that in any such case the transferee delivers to Richard and Hoehl a written instrument agreeing to be bound by xxx xxxms of xxx Redemption Agreement, the Voting Trust and this Agreement as if such transferee were Amy (any such transferee referred to as a ("Permitted Traxxxeree").
2.2 Amy may Transfer Shares to any transferee other than a Permitted Xxxxxxxree (an "Other Transferee"), provided that the number of Shares that have been Transferred at any time by Amy to Other Transferees shall not exceed the Permitted Number xx Transferred Shares, as defined below. The "Permitted Number of Transferred Shares" shall mean, at any given time (the "Measurement Time"), the greater of (i) 200,000 shares per calendar year cumulative, commencing after the date of this Agreement or (ii) the number of shares of Common Stock Transferred by Richard during the period commencing on the date of this Axxxxxxxt and ending at the Measurement Time to transferees other than Richard's Permitted Transferees. "Richard's Permitted Transferees" shall mean the Tarrant Children, any trust established for the benefit of the Tarrant Children or himself.
