Exceptions to Transfer Restrictions. Notwithstanding anything to the contrary in this Agreement, the restrictions upon transfer set forth in this Section 4 shall not apply to a transfer of shares of Common Stock by an Optionee to any of (i) the Optionee's heirs, executors, administrators or other personal representative upon death of the Optionee or (ii) the Optionee's spouse, children or grandchildren, or a trust for their or the Optionee's benefit; provided that, the restrictions on transfer in this Section 4 shall continue to apply to the shares received by any such permitted transferee, including without limitation that such permitted transferee shall not again transfer such shares except in accordance with this Section 4.
Exceptions to Transfer Restrictions. Notwithstanding subsection (a), the Buyer may sell or transfer any of the Warrants and/or Warrant Shares to any person pursuant to, as a result of, or in connection with (i) a tender offer or an exchange offer approved by the Board of Directors of the Company; (ii) the consummation of a merger (provided the Company is not the surviving corporation in such merger), consolidation, or a sale of all or substantially all the assets of the Company; or (iii) any other "Fundamental Change Transaction" (as such term is defined in the Warrant).
Exceptions to Transfer Restrictions. The restrictions on transfer and other provisions set forth in this Section 503 and in the Securities Act Legend shall not be applicable with respect to any Note following the Resale Restriction Termination Date for such Note, and also shall not be applicable in the case of the exchange of Notes for Exchange Notes pursuant to the Exchange Offer or for Private Exchange Notes pursuant to the Registration Rights Agreement.
Exceptions to Transfer Restrictions. Notwithstanding anything to the contrary in this Plan and Award Agreement, the restrictions upon transfer set forth in this Section 11 shall not apply to a transfer of shares of Stock by a Participant to any of (i) the Participant’s heirs, executors, administrators or other personal representative upon death of the Participant or (ii) the Participant’s spouse, children or grandchildren, or a trust for their or the Participant’s benefit; provided that, the restrictions on transfer in this Section 11 shall continue to apply to the shares received by any such permitted transferee, including without limitation that such permitted transferee shall not again transfer such shares except in accordance with this Section 11.
Exceptions to Transfer Restrictions. Notwithstanding anything set forth in Section 2(a) to the contrary:
Exceptions to Transfer Restrictions. Notwithstanding anything to the contrary contained in Article II hereof, (a) a Transfer, whether inter vivos or testamentary, of Shares by a member of Carol's Family exclusively to one or more other members of Carol's Family or by a member of Fran's Family exclusively to one or more other members of Fran's Family and (b) a Transfer of Shares included in a registration statement of the Company pursuant to its initial public offering, shall not be subject to the provisions of Sections 2.01, 2.02 or 2.04 so long as, in the case of subparagraph (a) above, the acquiring Family member agrees to be a party to this Agreement at or prior to the effective date of the Transfer.
Exceptions to Transfer Restrictions. The provisions of Section 3.2 shall not apply to any of the following Transfers (each a "Permitted Transfer"):
Exceptions to Transfer Restrictions. The prohibitions of Section 3.1 shall not apply to any Exempt Transfers.
Exceptions to Transfer Restrictions. The restrictions set forth in Section 2 hereof shall not apply to (i) a Transfer of Restricted Securities that is made by the Shareholder in response to a "tender offer" with respect to which the completion of such tender offer is conditioned upon such completion resulting in a Change of Control; (ii) a Transfer of Restricted Securities that is made to the Person (or any Affiliate of such Person) receiving control of the Company as a result of a Change of Control; (iii) a pledge of Restricted Securities that is made in order to establish a margin account at a reputable brokerage firm; (iv) a pledge of Restricted Securities to a lender in order to effect a bona-fide loan or financing transaction with such lender which transaction is not intended to circumvent the transfer restrictions of Section 2 hereof; (v) a Transfer of Restricted Securities to the lender or brokerage firm that is the pledgee with respect to a pledge described in clause (iii) or (iv) above, or to an Affiliate of such lender or such brokerage firm or to a purchaser in a foreclosure sale; and (vi) a Transfer that occurs because of entry by the Shareholders into a voting agreement, proxy or other arrangement deemed reasonably necessary by the Board of Directors of the Company to effectuate a merger, consolidation, amalgamation or other business combination that has been approved by the Board of Directors of the Company; and (vii) the granting of a proxy with respect to any annual or special meeting of the shareholders of the Company. For the avoidance of doubt, all Restricted Securities Transferred pursuant to exceptions (i), (ii) and (v) listed in this Section 3 shall no longer be deemed to be Restricted Securities subsequent to such Transfer.
Exceptions to Transfer Restrictions. Compliance with the provisions of Section 7.1.1, 7.1.2 and Section 7.1.3 shall not be required when:
