Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. The provisions of this Section 2(c) shall not apply to (i) any bona fide underwritten offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or any bona fide public distribution of Common Stock pursuant to Rule 144 thereunder; (ii) any transfer, sale or other disposition by Parent to one of its Affiliates (except that (A) prior to any such disposition, the party receiving such shares of Common Stock shall agree in writing to be bound by the terms of this Agreement applicable to Parent as if such transferee were an original party hereto and (B) any such shares of Common Stock shall continue to be subject to this Agreement); (iii) any redemption by the Company of its Common Stock or (iv) any distribution by Parent to its equity participants of shares of Common Stock, held by it; it being expressly understood and agreed that following such a distribution (x) the shares of Common Stock so distributed shall in no way be subject to this Agreement and (y) any such equity participant shall not be required or deemed to become a party to his Agreement or otherwise be subject to this Agreement.

Exempt Transfers. The provisions of this Section 2(c) shall not apply to (i) any bona fide underwritten offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or any bona fide public distribution of Common Stock pursuant to Rule 144 thereunder; , (ii) any transfer, sale or other disposition by Parent to one of its Affiliates (except that (A) prior to any such disposition, the party receiving such shares of Common Stock shall agree in writing to be bound by the terms of this Agreement applicable to Parent as if such transferee were an original party hereto and (B) any such shares of Common Stock shall continue to be subject to this Agreement); (iii) any redemption by the Company of its Common Stock or (iv) any distribution by Parent to its equity participants of shares of Common Stock, held by it; it being expressly understood and agreed that following such a distribution (x) the shares of Common Stock so distributed shall in no way be subject to this Agreement and (y) any such equity participant shall not be required or deemed to become a party to his Agreement or otherwise be subject to this Agreement.

Exempt Transfers. The provisions of this Section 2(c) shall not apply to (i) any bona fide underwritten offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or any bona fide public distribution of Common Stock pursuant to Rule 144 thereunder; (ii) any transfer, sale or other disposition by Parent to one of its Affiliates (except that (A) prior to any such disposition, the party receiving such shares of Common Stock shall agree in writing to be bound by the terms of this Agreement applicable to Parent as if such transferee were an original party hereto and (B) any such shares of Common Stock shall continue to be subject to this Agreement); (iii) any redemption by the Company of its Common Stock or (iv) any distribution by Parent to its equity participants of shares of Common Stock, held by it; it being expressly understood and agreed that following such a distribution (x) the shares of Common Stock so distributed shall in no way be subject to this Agreement and (y) any such equity participant shall not be he required or deemed to become a party to his her Agreement or otherwise be subject to this Agreement.