Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Company and/or the Preferred Holders shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; (b) any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Class A Ordinary Holder by such Class A Ordinary Holder for bona fide estate planning purposes; or (c) any transfer of Ordinary Shares by any Class A Ordinary Holder to any subsidiary whose voting equity securities are 100% owned by such Class A Ordinary Holder, a parent company owning, directly or indirectly, 100% of the voting equity securities or equity interest in such Class A Ordinary Holder, or a subsidiary (directly or indirectly) whose voting equity securities are 100% owned by such parent company (each transferee pursuant to the foregoing clauses (a) to (c), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Investors to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Company Preferred Holders and/or the Preferred Ordinary Holders shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; or (b) any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Class A Ordinary Holder by such Class A Ordinary Holder Founder for bona fide estate planning purposes; or (c) any sale or transfer of Ordinary Shares by any Class A Ordinary Holder to any subsidiary whose voting equity securities are 100% owned by such Class A Ordinary Holder, a parent company owning, directly or indirectly, 100% of the voting equity securities or equity interest in such Class A Ordinary Holder, or a subsidiary (directly or indirectly) whose voting equity securities are 100% owned by such parent company Valuetrue Investments Limited (each transferee pursuant to the foregoing clauses (a), (b) to and (c), a “Permitted Transferee”); or (d) any sale or transfer of Preferred Shares or Ordinary Shares by any Preferred Holder to an affiliate of such Preferred Holder; provided that adequate documentation therefor is provided to the Investors Preferred Holders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this the Shareholders Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Company Preferred Holders and/or the Preferred Ordinary Holders shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; or (b) any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Class A Ordinary Holder by such Class A Ordinary Holder Founder for bona fide estate planning purposes; or (c) any sale or transfer of Ordinary Shares by any Class A Ordinary Holder to any subsidiary whose voting equity securities are 100% owned by such Class A Ordinary Holder, a parent company owning, directly or indirectly, 100% of the voting equity securities or equity interest in such Class A Ordinary Holder, or a subsidiary (directly or indirectly) whose voting equity securities are 100% owned by such parent company Valuetrue Investments Limited (each transferee pursuant to the foregoing clauses (a), (b) to and (c), a “Permitted Transferee”); or (d) any sale or transfer of Preferred Shares or Ordinary Shares by any Preferred Holder to an affiliate of such Preferred Holder; provided that adequate documentation therefor is provided to the Investors Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Company Preferred Holders and/or the Preferred Ordinary Holders shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; or (b) any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Class A Ordinary Holder by such Class A Ordinary Holder Founder for bona fide estate planning purposes; or (c) any sale or transfer of Ordinary Shares by any Class A Ordinary Holder to any subsidiary whose voting equity securities are 100% owned by such Class A Ordinary Holder, a parent company owning, directly or indirectly, 100% of the voting equity securities or equity interest in such Class A Ordinary Holder, or a subsidiary (directly or indirectly) whose voting equity securities are 100% owned by such parent company Valuetrue Investments Limited (each transferee pursuant to the foregoing clauses (a), (b) to and (c), a “Permitted Transferee”); or (d) any sale or transfer of Preferred Shares or Ordinary Shares by any Preferred Holder to an affiliate of such Preferred Holder; provided that adequate documentation therefor is provided to the Investors Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in In place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.