Limitations to Rights of First Refusal and Co-Sale. 12.1 Subject to the requirements of applicable Law, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (b) Transfer of any Equity Securities of the Company by a Principal or his Principal Holding Company to a company that is wholly owned by such Principal, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his Principal Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (b) or (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) with respect to any Transfer pursuant to clause (c) above, the Principal has provided the Series A Majority and the Series B Majority reasonable evidence of the bona fide estate planning purposes for such Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not constitute a Share Sale or a Deemed Liquidation Event, and (iv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a joinder deed in substantially the form attached hereto as Exhibit A assuming the obligations of such Principal or Principal Holding Company under this Agreement as a Principal or Principal Holding Company, with respect to the transferred Equity Securities and the scanned copy of such joinder deed shall be sent to each of the Investor upon such the closing of such Transfer; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement, and if any Permitted Transferee in clause (c) or (d) above ceases to be a Permitted Transferee, he/she/it shall immediately Transfer all Equity Securities of the Company held by it to the relevant Principal, Principal Holding Company or any other Permitted Transferee.
Limitations to Rights of First Refusal and Co-Sale. (a) Notwithstanding the provisions of this Section 2 and in the Shareholders Agreement, the Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities held by him as of the date hereof, to any Person, and such sale or assignment shall be subject to only the applicable Holders’ right of first refusal under Section 2.2 and co-sale right under Section 2.3 under the same terms and conditions, provided that (i) only one (1) transfer is permitted and any additional transfer shall require the prior consent of each Investor, and (ii) each such transferee, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to the Holders, assuming the obligations of the Restricted Shareholders under this Agreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities.
Limitations to Rights of First Refusal and Co-Sale. The provisions of this Section 9 shall not apply to:
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 2, any Ordinary Shareholder or Holder may sell or otherwise assign, with or without consideration, any Equity Securities now or hereafter held by such Person, to an Affiliate of such Person, or to any spouse, parent, lineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the account of any of the foregoing, or to a trust for such holder’s account, or a charitable remainder trust (collectively, the “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, 2.2 or 2.3, except as required by applicable Law. In addition, if any Ordinary Shareholder or Holder wishes to sell any Equity Securities in the Qualified IPO, such sale shall not be subject to Sections 2.1, 2.2 or 2.3 hereof.
Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investor under Sections 2.2 and 2.3 shall not apply to:
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 9.01, this Section 9.01 shall not apply to the followings: an Ordinary Shareholder may sell or otherwise assign, with or without consideration, Equity Securities to any spouse or member of such Ordinary Shareholder’s immediate family, or to a custodian, trustee, executor, or other fiduciary for the account of the Ordinary Shareholder’s spouse or members of the Ordinary Shareholder’s immediate family, or to a trust for the Ordinary Shareholders’ own self, or a charitable remainder trust, provided that each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents assuming the obligations of the transferring Ordinary Shareholder under this Agreement with respect to the transferred securities.
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of Sections 5.01 and 5.02 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Significant Stockholders shall not apply to any Transfer of Shares to (a) a member of such Stockholder’s family group or (b) a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of such Stockholder; provided, that (i) the Stockholder shall inform the Company and the other Significant Stockholders of such Transfer prior to effecting it and (ii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of the Stockholder under this Agreement with respect to the transferred Shares. Any such transferred Shares shall remain “Shares” hereunder, and such transferee shall be treated as a “Stockholder” for purposes of this Agreement.
Limitations to Rights of First Refusal and Co-Sale. (a) Notwithstanding the provisions of Sections 11.1, 11.2 or 11.3, ChemExplorer Investment Holdings Limited (BVI) and/or ChemPartner Investment Holdings Limited (BVI) may Transfer Ordinary Shares by granting options to employees of the Company approved by the Board (with the affirmative vole of at least one of the Series A Directors) to purchase such Ordinary Shares in accordance with the Founder ESOP (the “Employee Transferees”). Such Transfers shall not be subject to Sections 11.1, 11.2 or 11.3.
Limitations to Rights of First Refusal and Co-Sale. Without regard and not subject to the provisions of Section 4. l and Section 4.2:
Limitations to Rights of First Refusal and Co-Sale. Notwithstanding the provisions of this Section 6, any sale, transfer or assignment to a Permitted Transferee shall not be subject to Sections 6.1, 6.2 or 6.3; provided that (i) the Founder shall not sell, transfer or assign any direct or indirect interest in any Equity Securities now or hereafter owned or held by him to a Permitted Transferee at any time prior to the expiration date of a period ending one (1) year after the provision to the Investors of the 2015 Audited Financial Statements, and (ii) any Permitted Transferee acquiring Equity Securities, prior to the completion of such sale, transfer, or assignment, shall have executed a document in the form attached hereto as Exhibit B assuming the obligations of its transferring party under this Agreement, including but not limited to Section 6.1 hereof.
