Common use of Transfers to Affiliates, Etc Clause in Contracts

Transfers to Affiliates, Etc. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 5.1, 5.2 and 5.4 shall not apply: (i) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (ii) to a repurchase of Common Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Common Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (iii) to the sale or transfer of Common Stock between Key Holders and their respective Affiliates; provided, however, that such transfer shall be contingent upon the transferee providing a written instrument to the Company notifying the Company of such transfer and assignment and agreeing in writing to be bound by the terms of this Agreement; and provided further, notwithstanding any such permitted transfer, such transferred Common Stock shall remain Common Stock and Key Holder Stock for all purposes hereunder, and such transferee shall be treated as a Key Holder, as the case may be, (but only with respect to the securities so transferred to the transferee) for all purposes of this Agreement (including the obligations of a Key Holder with respect to Proposed Transfers of such Capital Stock pursuant to Section 5); and provided, further, in the case of any transfer pursuant to clause (i), that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Transfers to Affiliates, Etc. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 5.12.1, 5.2 2.2 and 5.4 2.4 shall not apply: (i) in the case of a Key Holder that is an entityAcorn Energy, upon a transfer by such Key Holder Acorn Energy to its stockholders, members, partners or other equity holders, (ii) to a repurchase of Common Stock from a Key Holder Acorn Energy by the Company at a price no greater than that originally paid by such Key Holder Acorn Energy for such Common Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (iii) to a redemption of Stock by the Company pursuant to Article V, Section 5, of the Company’s Amended and Restated Certificate of Incorporation, or (iv) to the to the sale or transfer of Common Stock between Key Holders Acorn Energy and their its respective Affiliates; provided, however, that such transfer shall be contingent upon the transferee providing a written instrument to the Company notifying the Company of such transfer and assignment and agreeing in writing to be bound by the terms of this Agreement; and provided further, notwithstanding any such permitted transfer, such transferred Common Stock shall remain Common Stock and Key Holder Stockholder Stock for all purposes hereunder, and such transferee shall be treated as a Key Holderhave all the rights, as the case may be, duties and responsibilities which were held by Acorn Energy prior to such transfer (but only with respect to the securities so transferred to the transferee) for all purposes of this Agreement (including the obligations of a Key Holder with respect to Proposed Transfers of such Capital Stock pursuant to Section 5)Agreement; and provided, further, in the case of any transfer pursuant to clause (i), that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.