Excluded Transaction Clause Samples

An Excluded Transaction clause defines specific types of transactions or activities that are not covered by the main agreement. In practice, this clause lists certain deals, arrangements, or business activities—such as pre-existing contracts, transactions with affiliates, or particular asset sales—that are carved out from the agreement’s terms and obligations. By clearly identifying what is excluded, the clause prevents misunderstandings and ensures that both parties know which transactions are not subject to the agreement, thereby reducing the risk of future disputes.
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Excluded Transaction. Each of the following shall be an Excluded Transaction and the provisions of this Section 9A shall not apply to (i) the transfer by a Qualified Investor that is a partnership to a partner of such partnership or a retired partner; (ii) the transfer by a Qualified Investor that is a corporation to its shareholders or to any subsidiary or affiliated entity; and (iii) the transfer by a Qualified Investor that is an individual by gift, donation or bequest to a member of his family or to a trust established for his benefit or for the benefit of members of his family, if in each such case the transferee(s) (but only if such transferee(s) would hold a sufficient number of shares to be considered a Qualified Investor) agree in writing to be subject to the terms hereof to the same extent as if it were an original Qualified Investor hereunder.
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Excluded Transaction. Notwithstanding anything to the contrary herein, Lessee’s right of first offer shall not apply to (i) any transfer of the Property to an Affiliate of Lessor, or (ii) any sale or conveyance of the Property in a foreclosure sale (or similar proceeding) of a bona fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such bona fide mortgage or deed of trust.
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Excluded Transaction. The rights of first refusal established by this Section 4 shall have no application to Investors who do not qualify as "accredited investors" as such term is defined in Regulation D under the Securities Act if the Board of Directors has determined that the offering which would give rise to such right of first refusal shall be made only to accredited investors for purposes of meeting the requirement of an exemption to registration under the Securities Act.
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Excluded Transaction. Notwithstanding anything to the contrary herein, Tenant’s right of first offer shall not apply to (i) any transfer of the Premises or any portion thereof to an Affiliate of Landlord, (ii) any sale or conveyance of the Premises or any portion thereof in foreclosure sale (or similar proceeding) of a bona fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such bona fide mortgage or deed of trust, or (iii) any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the beneficial ownership interest, membership interest or other equity interest in Landlord, or the change of the trustee, manager or other controlling person of the Landlord.
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Excluded Transaction. A transaction in which a person is prohibited from being a participant or principal, whether the person has been suspended, debarred, or proposed for debarment under 48 C.F.R. Part 9, Subpart 9.4, the Nonprocurement Common Rule (2 C.F.R. Part 180), or voluntarily excluded. Excluded transactions include covered transactions under the Nonprocurement Common Rule (2 C.F.R. Part 180) and transactions covered under the
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Excluded Transaction. Notwithstanding anything to the contrary contained in this Section 49, ▇▇▇▇▇▇’s right of first refusal shall not apply to any transfer or conveyance by Landlord to any Affiliate of Landlord (an “Excluded Transfer”).
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Excluded Transaction. For purposes of this Section 13, a "Change in Control" shall not include the Reorganization Transaction, Merger Transaction, or any other transaction entered into by and between the Company or its shareholders or affiliates and Rich Earth, Inc. or its shareholders or affiliates (collectively "Rich Earth"). Upon the occurrence of any transaction with Rich Earth, any surviving corporation or acquiring corporation shall assume any Awards outstanding under this Agreement or shall substitute similar awards for those outstanding under the Agreement. Upon any such transaction with Rich Earth, the Beneficial Ownership of the Company for purposes of determining any future Change of Control shall include all shareholders of the Company and any surviving or acquiring corporation resulting from any Rich Earth transaction.
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Excluded Transaction. The Buyer acknowledges and agrees that any Exempt Issuance (as defined in this Agreement) shall be excluded from all the terms and provisions of this Agreement and the transactions contemplated thereby. “Exempt Issuance” shall mean the (i) transactions, actions or share issuances encompassed by that certain stock purchase agreement by and between the Company, ▇▇▇▇▇▇▇▇ ▇▇▇, and ▇▇▇▇▇ ▇▇▇ with respect to the Company’s acquisition of DevBlock Technologies, Inc. and (ii) any issued and outstanding convertible securities by the Company so long as the existence and terms of such issuance is disclosed in the SEC Documents (as defined below) and the terms of such convertible securities are not amended on or after the date of this Agreement.
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Related to Excluded Transaction

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • CONTINUING CONNECTED TRANSACTIONS MASTER AGREEMENT

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.