Permitted Exemptions Sample Clauses
The Permitted Exemptions clause defines specific situations or conditions under which certain obligations or restrictions in the agreement do not apply. In practice, this clause might list particular activities, transactions, or parties that are exempt from otherwise applicable requirements, such as regulatory compliance or contractual limitations. Its core function is to provide flexibility by clearly outlining exceptions, thereby preventing unintended restrictions and ensuring that the agreement remains practical and workable for all parties involved.
Permitted Exemptions. The participation rights of Investor shall not apply to (a) any pledge of Common Stock made by the Founders pursuant to a bona fide loan transaction that creates a mere security interest, (b) any transfer to the Founders' ancestors or descendants or spouse or to a trustee for their benefit, or (c) any bona fide gift. Any such pledgee, transferee or donee shall be known as a "Permitted Transferee."
Permitted Exemptions. The participation rights of the Investor shall not apply to (a) any pledge of Common Stock made by a Principal Stockholder pursuant to a bona fide loan transaction which creates a mere security interest, (b) any transfer of Common Stock to the Company pursuant to a written agreement between the Company and a Principal Stockholder providing for the right of such repurchase or to the Principal Stockholder's ancestors or descendants or spouse or to a trustee for their benefit, (c) any bona fide gift of Common Stock; provided, that (i) the Principal Stockholder shall inform the Investor of such pledge, transfer or gift prior to effecting it and (ii) the pledgee, transferee or donee (collectively, the "Permitted Transferees"), shall furnish the Investor with a written agreement to be bound by and comply with all provisions of this Agreement applicable to the Principal Stockholders, or (d) any transfer between parties to this Agreement. Such transferred shares shall remain subject to this Agreement and the Permitted Transferees shall be treated as "Principal Stockholders" for purposes of this Agreement.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Major Investors under this Section 7 shall not apply to transfers to any Immediate Family Member or trust for the benefit of any Key Holder, ME Common Holder or to trusts for the benefit of such persons; provided, that (A) the Seller shall inform the Company of such transfer prior to effecting it, and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement; provided, further, that the rights of the Major Investors under this Section 7 shall not apply to transfers by REC Solar AS to REC Solar ASA or by either of them (together “REC”), so long as such transfer by REC is (i) to a ME Common Holder or Major Investor, (ii) such ME Common Holder or Major Investor is not a direct or indirect competitor of the Company (as determined in the sole discretion of the Board) and (iii) REC and the transferee shall have otherwise complied with the clauses (A) and (B) hereof. Such transferred stock shall remain subject to this Agreement, and such transferee shall be treated as a “Key Holder” or “ME Common Holder,” as applicable, for purposes of this Agreement.
Permitted Exemptions. The participation rights of the Holder shall not apply to any bona fide gift; provided that a Shareholder shall inform the Holder of such gift prior to effecting it and the donee shall furnish the Holder with a written agreement to be bound by, and comply with, all provisions of this Agreement applicable to such Shareholder.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Major Investors under this SECTION 4 shall not apply to transfers to any Immediate Family Member or trust for the benefit of any Common Holder or to trusts for the benefit of such persons; provided, that (A) the Seller shall inform the Company of such transfer prior to effecting it, and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred stock shall remain subject to this Agreement, and such transferee shall be treated as a “Common Holder,” as applicable, for purposes of this Agreement.
Permitted Exemptions. Notwithstanding the foregoing, the rights of the Investors under Section 6 shall not apply to transfers to (i) any partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners of any Seller, (ii) any family member or trust for the benefit of any individual Seller or to trusts for the benefit of such persons, (iii) a successor entity or Affiliate of a Seller or (iv) any bona fide gift; provided that (A) the Seller shall inform the Company of such transfer, pledge or gift prior to effecting it and (B) the transferee or donee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred or gifted stock shall remain subject to this Agreement, and such transferee or donee shall be treated as a “Seller” for purposes of this Agreement.
Permitted Exemptions. This provision does not apply to any Confidential Information which:
(a) (public information): at the date of this Agreement is in, or at any time subsequent comes into the public domain, except through default under this Agreement by the recipient party or any agent of the recipient party;
(b) (prior knowledge): can be shown by the recipient party to the satisfaction of the disclosing party to have been known by the recipient party before disclosure by the disclosing party to the recipient party;
(c) (third party access): subsequently comes lawfully into the possession of the recipient party from a third party;
(d) (legal process): is required by compulsion of law to be disclosed to a third party; or
(e) (future assets): in relation to the Supplier, is subject to clause 11.2 or clause 11.3.
Permitted Exemptions. The Tag Along Rights of the Purchaser shall not apply to (a) any pledge of Common Stock made by a Leeds Affiliate pursuant to a bona fide loan transaction which creates a mere security interest, or (b) any gift by pledge or transfer to a charitable organization, or (c) any Transfer to a Leeds Affiliate; provided, however, that (i) Leeds shall provide prior written notice to Purchaser of such pledge or Transfer at least five (5) calendar days prior to effecting it and (ii) the pledgee or Transferee thereof (each, a "Permitted Transferee") shall furnish the Purchaser with a written agreement to be bound by and comply with all provisions of this Agreement applicable to Leeds.
Permitted Exemptions. 2 SECTION 3.
Permitted Exemptions. Subject to Section 1.6, the rights of the Company pursuant to Section 1.2 and the rights of the Shareholders pursuant to Section 1.3 and Section 1.7 shall not apply to (a) any pledge made by a Shareholder pursuant to a bona fide loan transaction which creates a mere security interest or a sale by the secured party to realize upon collateral upon a default by the Shareholder in the payment of the loan, (b) any sale or transfer to the Company except that Section 1.7 shall apply to purchases by the Company through the exercise of its rights under Section 1.2, (c) any transfer by will or the laws of descent, (d) any transfer to the ancestors or descendants or spouse of a Shareholder or a trust for their benefit, (e) any transfer to or from a revocable intervivos trust of which a Shareholder is a settlor and beneficiary, (f) any sale or transfer to BioTime, Inc. or to any subsidiary or parent of BioTime, Inc., (g) any transfer by BioTime, Inc. pro rata to its shareholders of record as of a date determined by BioTime, Inc., (h) any sale or transfer to an Affiliate of a Shareholder or to employees of the Shareholder or such Shareholder’s Affiliate (which, for the avoidance of doubt, in the case of Yeda, shall include the Weizmann Institute of Science and/or any employee of the Weizmann Institute of Science) or (i) any sale or exchange pursuant to any offer made to purchase all of the shares owned by all Shareholders if the price per share and payment terms offered are the same for all Shareholders. Any transferee of shares under this Section shall be a “Permitted Transferee.”