Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer of shares acquired upon exercise of this option to: i) your spouse, children or your lineal descendants or to a trust established for your benefit or the benefit of these persons; or ii) to your estate and, thereafter, your ancestors, descendants or spouse by Will or intestate succession following your death, provided that each transferee agrees in writing in a form acceptable to the Company that the transferee will abide by all of the provisions of this Section 9 and acknowledging that the shares are subject to the Right of First Refusal and other provisions of this Agreement. Transfers of shares by gift other than as provided for in this subsection 9.f are prohibited.
Transfers Not Subject to Right of First Refusal. The following Transfers (each a "PERMITTED TRANSFER") shall not be subject to the rights of first refusal set forth in SECTION 4 hereof:
(a) CERTAIN TRANSFERS BY OCM ENTITY. Subject to the restrictions on Transfer set forth in SECTION 2, an OCM Entity or any subsequent holder of the OCM Entity Shares other than Preferred Stock ("OCM TRANSFER SECURITIES"), may Transfer or grant participation in any or all of the OCM Transfer Securities to (i) any OCM Affiliate or a TCW Affiliate in connection with an in-kind distribution, (ii) any Person pursuant to a demand or piggyback registration or (iii) any other Person to the extent the aggregate number of OCM Transfer Securities so transferred shall not exceed thirty percent (30%) of the aggregate number of OCM Transfer Securities purchased by the OCM Entities, in the aggregate, from the Company on the Closing Date and subsequent thereto. Any OCM Transfer Securities, or interest therein, so transferred may subsequently be transferred back to an OCM Entity and upon such reacquisition such OCM Transfer Securities shall be subject to this Agreement; PROVIDED, HOWEVER, that any OCM Transfer Securities so reacquired by an OCM Entity shall not be subject to this Agreement to the extent that an OCM Entity purchased such OCM Transfer Securities pursuant to a registration statement or from a Public Transferee.
(b) CERTAIN TRANSFERS BY WES&S. Subject to the restrictions on Transfer set forth in SECTION 2, WES&S or any subsequent holder of the WES&S Shares other than Preferred Stock ("WES&S TRANSFER SECURITIES") may Transfer or grant participation in any or all of the WES&S Transfer Securities to (i) any Person to the extent that such Transfer would not constitute a Sell-Down Event or (ii) any other Person pursuant to a demand or piggyback registration. Any WES&S Transfer Securities, or interest therein, so transferred may subsequently be transferred back to WES&S and upon such reacquisition such WES&S Transfer Securities shall be subject to this Agreement; PROVIDED, HOWEVER, that any WES&S Transfer Securities so reacquired by WES&S shall not be subject to this Agreement to the extent that WES&S purchased such WES&S Transfer Securities pursuant to a registration statement or from a Public Transferee.
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of Stock acquired upon exercise of this Warrant if such transfer or exchange is in connection with an Acquisition or the IPO.
Transfers Not Subject to Right of First Refusal. Notwithstanding the foregoing, the Right of First Refusal shall not apply to any transfer or exchange of the shares acquired pursuant to the exercise of the Option if such transfer or exchange is in connection with an Ownership Change. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of paragraph 11(i) below result in a termination of the Right of First Refusal. Furthermore, notwithstanding the foregoing, the Right of First Refusal shall not apply to a transfer of Transfer Shares to the Optionee's ancestors, descendants, or spouse or to a trustee solely for the benefit of the Optionee or Optionee's ancestors, descendants, or spouse, or to a charitable institution;
Transfers Not Subject to Right of First Refusal. The Right of First Refusal will not apply to shares acquired upon exercise of the Option if (a) such shares are transferred during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family in a manner permitted under Rule 701 under the Securities Act or (b) such shares are transferred or exchanged in connection with an Ownership Change Event. Shares held by a transferee pursuant to clause (a) of this Section and any consideration received pursuant to a transfer or exchange pursuant to clause (b) of this Section that consists of stock of a Participating Company will in each such case remain subject to the Right of First Refusal unless the provisions of Section 11.9 result in a termination of the Right of First Refusal.
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange that would otherwise be subject to the Right of First Refusal if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 11.9 result in a termination of the Right of First Refusal. Nor shall the Right of First Refusal apply to any transfer of the shares acquired upon exercise of the Option if the Participant is a party to, and such transfer is subject to the right of first refusal provisions of, the Third Amended and Restated Stockholders’ Agreement, dated as of April 6, 2018 (as heretofore and hereafter amended, the “Stockholders’ Agreement”), by and among the Company and the Holders (as defined in the Stockholders’ Agreement).
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 11.9 result in a termination of the Right of First Refusal. In addition, notwithstanding anything to the contrary contained in this Section 11 or the Plan, the transfer of any or all of the shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to Participant’s Immediate Family or a trust for the benefit of Participant’s Immediate Family shall be exempt from the provisions of this Section 11. “Immediate Family” as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents), father, mother, brother or sister (or their descendants), xxxxxxxxx (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships. In such case, the transferee or other recipient shall receive and hold the shares so transferred subject to the provisions of this Section 11, and there shall be no further transfer of such shares except in accordance with the terms of this Section 11.
Transfers Not Subject to Right of First Refusal. Any Transfer by ----------------------------------------------- a Stockholder pursuant to the provisions of Section 5.2 or Section 5.4 of this Agreement shall not be subject to the provisons of this Section 5.1.
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an
