Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 shall not apply to the sale of any Transfer Shares (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; or (b) pursuant to a Deemed Liquidation Event.
Appears in 2 contracts
Samples: Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders’ Agreement (F45 Training Holdings Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 Sections 6.2 and 6.4 shall not apply to the sale of any Transfer Shares Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amendedamended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation EventEvent (as defined in the Restated Certificate).
Appears in 2 contracts
Samples: Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders’ Agreement (F45 Training Holdings Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 7 shall not apply to the sale of any Transfer Shares Stock (ai) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; amended (a “Public Offering”) or (bii) pursuant to a Deemed Liquidation EventEvent (as defined in the Company’s Certificate of Incorporation).
Appears in 1 contract
Samples: Investors’ Rights Agreement (Rules-Based Medicine Inc)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 4.8 shall not apply to the sale of any Transfer Shares Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amendedAct; or (b) pursuant to a Deemed Liquidation EventEvent (as defined in the Restated Charter).
Appears in 1 contract
Samples: Preferred Stock Investment Agreement
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 4 shall not apply to the sale of any Transfer Shares Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; amended (a “Public Offering”) or (b) pursuant to a Deemed Liquidation EventEvent (as defined in the Company’s Certificate of Incorporation in effect immediately prior to such transaction).
Appears in 1 contract
Samples: Preferred Stockholders Agreement (Neurotrope, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 6 shall not apply to the sale of any Transfer Shares Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; amended or (b) pursuant to a Deemed Liquidation EventEvent (as defined in the Restated Certificate).
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 5 shall not apply to the sale of any Transfer Shares Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amendedAct; or (b) pursuant to a Deemed Liquidation EventEvent (as defined in the Restated Certificate).
Appears in 1 contract
Samples: Stockholders’ Agreement (Sunlight Financial Holdings Inc.)