Common use of Exempted Transfers Clause in Contracts

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply (any transfer by a Specified Holder expressly permitted by this Section 3.1, an “Exempted Transfer”): (a) upon a transfer by such Specified Holder to (i) any other Specified Holder or (ii) an Affiliate of such Specified Holder so long as such Affiliate either (x) is directly or indirectly wholly-owned by such Specified Holder or (y) directly or indirectly wholly owns such Specified Holder; provided, that transfer to such Affiliate will result in the same ultimate beneficial ownership of the Subject Securities; (b) to a repurchase of Subject Securities from a Specified Holder by the Company pursuant to the Repurchase Agreement, this Agreement or any other agreement containing repurchase provisions approved by a majority of the Board; or (c) in an underwritten Registered Transfer initiated by the Investor or its Affiliates pursuant to Article V of the Investment Agreement in which the Investor or any of its Affiliates also sells Subject Securities; provided, that in the case of clause (a) above, the Specified Holder shall deliver prior written notice to the Investor and the Company of such transfer and such Subject Securities shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance or transfer, to the extent such transferee is not already a party hereto, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Specified Holder, including the obligations of a Specified Holder with respect to Transfers of such Subject Securities pursuant to Section 2; provided, further, that in the case of any transfer pursuant to clause (a) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 subclause 6.2 shall not apply (any transfer by a Specified Holder expressly permitted by this Section 3.1, an “Exempted Transfer”): (a) upon a transfer by such Specified Holder to (i) any other Specified Holder or a transfer by a Selling Shareholder to its Affiliates save that if the Board, following due enquiry if relevant, reasonably believes that the potential Affiliate transferee is of insufficient financial standing to be a solvent shareholder in the future, then such a transfer will be subject to the Selling Shareholder’s remaining liable for the Affiliate Transferee’s obligations under the Transaction Documents, in order for the transfer to be exempted, (ii) an Affiliate of such Specified Holder so long as such Affiliate either (x) is directly or indirectly wholly-owned by such Specified Holder or (y) directly or indirectly wholly owns such Specified Holder; provided, that transfer to such Affiliate will result in the same ultimate beneficial ownership of the Subject Securities; (b) to a repurchase of Subject Securities from a Specified Holder Transfer Shares by the Company at a price no greater than that originally paid by the Selling Shareholder for such Transfer Shares and pursuant to the Repurchase Agreement, this Agreement or any other an agreement containing vesting and/or repurchase provisions approved by a majority of the Board; or provided that (cX) in an underwritten Registered Transfer initiated by the Investor or its Affiliates pursuant to Article V of the Investment Agreement in which the Investor or any of its Affiliates also sells Subject Securities; provided, that in the case of clause subclause(s) (a) abovei), the Specified Holder Selling Shareholder shall deliver prior written notice to the Investor and the Company Non-Selling Shareholders of such transfer and such Subject Securities Transfer Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance or transfer, to the extent such transferee is not already a party hereto, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Specified HolderSelling Shareholder (but only with respect to the securities so transferred to the transferee), including the obligations of a Specified Holder Selling Shareholder with respect to Proposed Transfers of such Subject Securities Transfer Shares pursuant to Section 2clause 6; provided, further, that and (Y) in the case of subclause (i), if any transfer pursuant transferee ceases to clause (a) abovebe an Affiliate of the Selling Shareholder, the Selling Shareholder shall procure that such transfer is made pursuant the Transfer Shares immediately be transferred back to a transaction in which there is no consideration actually paid for such transferthe Selling Shareholder.

Exempted Transfers. Notwithstanding the foregoing or anything Subject to the contrary hereinSection 4.8 hereof, the provisions of rights and obligations provided under Sections 2.1 4.2, 4.4 and 2.2 4.5 hereunder shall not apply to (a) any Transfer of Restricted Shares to the Company pursuant to (x) a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship, or (y) any proposed repurchase that has been approved by the Board prior to the Closing Date, including the repurchases of Company Shares set forth under Schedule 5.10(a) of the Series F Purchase Agreement; (b) any transfer by a Specified Holder expressly permitted Management or a Management Shareholder of the economic interest in (but not the voting or other rights attached to or control derived from) any Restricted Shares to the parents, children or spouse, or to trusts for the benefit of such persons, of such Management for bona fide estate planning purposes; (c) any transfer of any Restricted Shares by a Selling Shareholder that is neither a Management nor a Management Shareholder to any Affiliate of such Selling Shareholder; (d) any transfer among the Management and the Management Shareholders, provided that at the time of such transfer the transferee Management shall remain in continuous employment with the Company or any other Group Company, or (e) any transfer in a Drag-Along Transaction pursuant to Section 5 (each transferee pursuant to the foregoing subsections (a), (b), (c) and (d), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Company and the ROFR and Co-Sale Rights Holders and that any such Permitted Transferee agrees in writing to be bound by this Section 3.1Agreement in place of the relevant transferor; provided, an “Exempted Transfer”): further, except for the transferor pursuant to the foregoing subsections (a) upon a transfer and (d), that such transferor shall remain liable for any breach by such Specified Holder to (i) Permitted Transferee of any other Specified Holder or (ii) an Affiliate of such Specified Holder so long as such Affiliate either (x) is directly or indirectly wholly-owned by such Specified Holder or (y) directly or indirectly wholly owns such Specified Holder; provided, that transfer to such Affiliate will result in the same ultimate beneficial ownership of the Subject Securities; (b) to a repurchase of Subject Securities from a Specified Holder by the Company pursuant to the Repurchase Agreement, this Agreement or any other agreement containing repurchase provisions approved by a majority of the Board; or (c) in an underwritten Registered Transfer initiated by the Investor or its Affiliates pursuant to Article V of the Investment Agreement in which the Investor or any of its Affiliates also sells Subject Securities; provided, that in the case of clause (a) above, the Specified Holder shall deliver prior written notice to the Investor and the Company of such transfer and such Subject Securities shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance or transfer, to the extent such transferee is not already a party hereto, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Specified Holder, including the obligations of a Specified Holder with respect to Transfers of such Subject Securities pursuant to Section 2provision hereunder; provided, further, that in the case of if any transfer Permitted Transferee which received Restricted Shares pursuant to clause foregoing subsection (ac) aboveceases to be a Permitted Transferee, that it shall immediately transfer such transfer is made pursuant Restricted Shares back to a transaction in the applicable transferor from which there is no consideration actually paid for it received such transferRestricted Shares.