Common use of Without prejudice to Clause 5 Clause in Contracts

Without prejudice to Clause 5. 1.1 and except where the transfer is made pursuant to the provisions of Clause 5.5, (a) A Shareholder (other than Medy or an Investor) shall be prohibited from transferring its Shares or otherwise selling, disposing of or dealing with all or any part of its interest in such Shares unless and until (x) in connection with such transaction, the Company and the other Shareholders shall have been given an opportunity to exercise their rights of first refusal pursuant to Clause 5.2 and (y) the rights of co-sale conferred by Clause 5.3 shall have been exhausted. (b) an Investor shall be prohibited from transferring its Shares or otherwise selling, disposing of or dealing with all or any part of its interest in such Shares unless (x) such transaction shall fall under Clause 5.5 or (y) the obligations of such Shareholder in respect of the rights of first offer conferred by Clause 5.4 have been met.