Exempted Transfers Sample Clauses

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections ‎10.03 and ‎10.04 shall not apply: (a) in the case of a ROFR Subject that is an entity, upon a transfer by such ROFR Subject to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Units from a ROFR Subject by the Company at a price no greater than the lower of (A) Fair Market Value of such Units or (B) the price originally paid by such ROFR Subject for such Transfer Unit, in each case, pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Managers, (c) to a pledge of Transfer Units that creates a mere security interest in the pledged Transfer Units, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the ROFR Subject making such pledge, or (d) in the case of a ROFR Subject that is a natural person, upon a transfer of Transfer Unit by such ROFR Subject made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such ROFR Subject (or his or her spouse, including any life partner or similar statutorily recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other person approved by unanimous consent of the Board of Managers, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such ROFR Subject or any such family members; provided that in the case of clauses (a), (c) or (d), the ROFR Subject shall deliver prior written notice to the Members of such pledge, gift or transfer and such Transfer Units 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, 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 ROFR Subject (but only with respect to the securities so transferred to the transferee), including the obligations of a ROFR Subject with respect to Proposed Transfers of such Transf...

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply (a) in the case of a Holder that is an entity, upon a transfer by such Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Holder by the Company or to a transfer of Transfer Stock between stockholders of the Company, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock and is made with the written consent of the Company, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Holder making such pledge, (d) in the case of a Holder that is a natural person, upon a transfer of Transfer Stock by such ▇▇▇▇▇▇ made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such ▇▇▇▇▇▇ (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other person approved by unanimous consent of the Board of Directors, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Holder or any such family members; or (e) to the transfer in any given calendar year of up to 5% of the Holder’s Transfer Stock; provided that in the case of clauses (a), (d), or (e), the transfer and such shares of Transfer Stock 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 Transfer, 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 Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Transfer Stock pursuant to Section 2.

Exempted Transfers. Notwithstanding the foregoing, the First Refusal Right of the Corporation set forth in this Section 10 shall not apply to any transfer without consideration to any person or entity, directly or indirectly, controlling, controlled by or under common control with the Participant; provided that (A) the Participant shall inform the Corporation of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were the original participant hereunder. Such transferred Shares shall remain “Shares” hereunder, and such transferee shall be treated as the “Participant” for purposes of this Agreement.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3.5(a) through (d) shall not apply: (i) in the case of a Shareholder that is an entity, upon a transfer by such Shareholder pro rata to its stockholders, members, partners or other equity holders, (ii) in the case of a Shareholder that is an individual, upon a transfer of India Shares by such Shareholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other person approved by the board of directors of the Corporation, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Shareholder or any such Family Members, or (iii) to the use of any India Shares for any pledge, lien, security interest or other encumbrance in favor of one or more creditors in connection with any debt financing obtained by such Shareholder for or on behalf of Amira India; provided that, in the case of any transfer pursuant to clause (i) or (ii) above, that (A) such transfer is made pursuant to a transaction in which there is no more than de minimis consideration actually paid for such transfer and (B) the Permitted Transferee (as defined in Section 4.1) executes and delivers a joinder to this Agreement in accordance with Section 4.1.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, (i) the provisions of Sections 5.1 and 5.2 hereof shall not apply to any Proposed Transfer pursuant to ESOP Plan duly adopted pursuant to Section 7.2; and (ii) the provisions of Section 5.2 shall not apply to the transfer of Transfer Shares to any ROFR Holder by exercising its Right of First Refusal pursuant to Section 5.1.

Exempted Transfers. The provisions of this Section 2.3 shall not apply to the transfer or retransfer of, and the Shareholders may transfer or retransfer, any Shares held by such Shareholder to or for the benefit of (i) any spouse, parent, child, grandchild, or lineal descendant (including adopted children and stepchildren) of such holder (including, without limitation, trustee(s) of a trust for the benefit of the Shareholder or any of the foregoing); (ii) any trustee of a voting trust for purposes of transferring shares into such voting trust; (iii) any legal representative, devisee, or heir of a Shareholder upon his or her death, provided all such transferees shall take such Offered Stock, subject to all the restrictions, terms, and condition of this Agreement and shall execute and deliver to the Secretary of the Company a written statement confirming the same prior to acquiring such shares and there shall be no further transfer of such shares except in accordance with this Agreement; (iv) the contractual obligations of Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇ ▇▇▇h Mich▇▇▇ ▇▇▇▇▇ ▇▇▇sting as of the date hereof; (v) the sale of Shares in a public offering or (vi) the transfer by Investor to an affiliate of Investor (each an "Exempted Transfer").

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 4.2 and 4.3 shall not apply (a) upon a transfer of Transfer Stock by a Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members; (b) to any sale of Transfer Stock in connection with a QPO; (c) to a transfer of Transfer Stock by a Holder which in the aggregate, over the term of this Agreement, amounts to no more than 7.5% of the Shares held by

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5(a) and 5(b) shall not apply to: (i) bona fide gifts of Common Stock beneficially owned by ▇▇▇▇▇▇▇ to the immediate family members of ▇▇▇▇▇▇▇ or (ii) sales of Common Stock beneficially owned by ▇▇▇▇▇▇▇ sold under ▇▇▇▇▇▇▇’ 10b5-1 plan which plan currently allows ▇▇▇▇▇▇▇ to sell up to 100,000 shares of Common Stock on a quarterly basis at a price per share of at least $1.40. ▇▇▇▇▇▇▇ shall have the irrevocable right to continue to have a 10b5-1 plan in accordance with applicable securities laws and any sales under such 10b5-1 plan shall continue to be Exempted Transfers. The Company shall take all Necessary Actions to enable ▇▇▇▇▇▇▇ to exercise his right to continue to have a 10b5-1 plan for so long as ▇▇▇▇▇▇▇ is a director or officer of the Company.

Exempted Transfers. (a) The Purchaser shall be permitted to transfer ------------------ the Shares owned by it without complying with the provisions of this Section 2 solely in the event of transfer by the Purchaser to any Affiliate of the Purchaser (a "Permitted Transferee"), provided that any such Permitted Transferee shall have delivered to the Company the written agreement of such Permitted Transferee to be bound by all of the provisions of this Agreement to the same extent as the Purchaser. For the purposes of this Section, "Affiliate" shall mean any corporation, firm, partnership or other entity which directly or indirectly controls or is controlled by or is under common control with a party to this Agreement. "Control" means ownership, directly or through one or more affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any limited liability company or other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the Board of Directors of directors or equivalent governing body of a corporation or other entity.