Exempted Offerings Clause Samples
The Exempted Offerings clause defines which securities offerings are not subject to certain restrictions or obligations outlined in the agreement. Typically, this clause lists specific types of transactions—such as shares issued under employee stock plans, in connection with mergers or acquisitions, or pursuant to regulatory exemptions—that are carved out from limitations like rights of first refusal or anti-dilution protections. By clearly identifying these exceptions, the clause ensures that routine or strategic corporate actions can proceed without triggering contractual constraints, thereby providing flexibility for the company while maintaining fairness to existing stakeholders.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6 shall not apply to the sale of any Transfer Stock (a) in the event of an IPO; or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 5.1 and 5.2 hereof shall not apply to the sale of any Transfer Shares (i) in a Public Offering, or (ii) pursuant to a Deemed Liquidation Event, or (iii) upon the consummation of a Share Sale.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3 shall not apply to the sale of any Shares to the public in an offering pursuant to an effective registration statement under the Securities Act.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 6.2 and 6.4 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock that is approved by the Investors pursuant to Section 4.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2.1 shall not apply to the sale of any Transfer Securities (a) to the public in an offering pursuant to an effective registration statement under the Securities Act, or (b) pursuant to a Change of Control. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2.2 shall not apply to the sale of any Transfer Securities to the public in an offering pursuant to an effective registration statement under the Securities Act.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 4 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act (the “IPO”) or (b) pursuant to a Sale of the Company.
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Capital Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act described in Section 5.1(a) of the Certificate or (b) pursuant to a Deemed Liquidation Event (as defined in the Certificate).
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 and Section 3.3 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”) or (b) pursuant to a Deemed Liquidation Event (as defined in the Charter).