Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entity, to one or more partners, shareholders or members of Stockholder or to an affiliated entity under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”); provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; , or (b) if Stockholder is an entitya corporation, partnership or limited liability company, to one or more partnersstockholders, shareholders partners or members of Stockholder or to an affiliated entity under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of Stockholder or (c) if Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partnersmember of Stockholder; or (c) if Stockholder is a corporation, shareholders or members of Stockholder or to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees executes a joinder to this Agreement, in a written document, manner reasonably satisfactory acceptable in form and substance to Parent, pursuant to which such transferee agrees to be bound as “Stockholder” by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementAgreement or (c) as a bona fide pledge to a financial institution as security for a loan to Stockholder.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual individual, (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, family or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual individual: (i) to any member of Stockholder’s immediate family, ; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, ; or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence Section 2.3 shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of any Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; , or (biii) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, in the case of each of clauses (i), (ii) and (iii) above, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this AgreementAgreement and delivers a duly executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; , or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual (i) to any member of Stockholder’s 's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s 's immediate family, or (ii) upon the death of Stockholder; , or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of any Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to Parent or to any wholly-owned subsidiary of Parent, (ii) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (iiiii) upon the death of Stockholder; , or (biv) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, in the case of each of clauses (ii), (iii) and (iv) above, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementAgreement and delivers a duly executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by StockholderShareholder: (a) if Stockholder Shareholder is an individual (i) to any member of StockholderShareholder’s immediate family, or to a trust for the benefit of Stockholder Shareholder or any member of StockholderShareholder’s immediate family, or (ii) upon the death of StockholderShareholder; or (b) if Stockholder Shareholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder Shareholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Shareholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Support Agreement.

Permitted Transfers. Section 2.1 above shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of Stockholder or (c) if Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, if (A) as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementAgreement and (B) such transfer occurs no later than three (3) Business Days prior to the Expiration Date.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual individual: (i) to any member of Stockholder’s immediate family, ; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, ; or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Voting Agreement; or (c) pursuant to any Rule 10b5-1 plan in effect as of the date of this Voting Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if any Stockholder is an individual (i) to any member of Stockholder’s his or her immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s his or her immediate family, or (ii) upon the death of Stockholder; , or (biii) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence clauses (i), (ii) or (iii) shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: Shareholder (a) if Stockholder Shareholder is an individual (i) to any member of StockholderShareholder’s immediate family, or to a trust for the benefit of Stockholder Shareholder or any member of StockholderShareholder’s immediate family, or (ii) upon the death of Stockholder; Shareholder, or (b) if Stockholder Shareholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder Shareholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Shareholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual individual: (i) to any member of Stockholder’s immediate family, ; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, ; or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement; or (c) pursuant to any Rule 10b5-1 plan in effect as of the date of this Voting Agreement.

Permitted Transfers. Section Sections 2.1 and 2.2 shall not prohibit a Transfer of Subject Securities Parent Common Stock by Stockholder: (a) if Stockholder is an individual (i) pursuant to Rule 144 promulgated under the Securities Act; (ii) to any member of Stockholder’s his immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s his immediate family, or (iiiii) upon the death of Stockholder; , or (biv) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in clauses (ii), (iii) or (iv) of this sentence Section 2.3 shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of any Subject Securities by Stockholder: Stockholder (a) to Parent or to any wholly-owned subsidiary of Parent, (b) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, family or (ii) upon the death of Stockholder; , or (bc) if Stockholder is an entitycorporation, to one or more partners, shareholders or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, in the case of each of clauses (b) and (c) above, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementAgreement and delivers a duly executed proxy in the form attached hereto as Exhibit B with respect to such transferred Subject Securities.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if any Stockholder is an individual (i) to any member of Stockholder’s his or her immediate family, or to a trust for the benefit of such Stockholder or any member of Stockholder’s his or her immediate family, or (ii) upon the death of such Stockholder; , or (biii) if such Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of such Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)such Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to ParentVia, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of Stockholder or (c) if Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, document to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partnersmember of Stockholder; or (c) if Stockholder is a corporation, shareholders or members of Stockholder or to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees executes a joinder to this Agreement, in a written document, manner reasonably satisfactory acceptable in form and substance to Parent, Strictly Confidential pursuant to which such transferee agrees to be bound as “Stockholder” by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities Company Common Stock or Company Preferred Stock or any Company Option, Company Warrant, Bridge Warrant or Bridge Note by Stockholder: (a) if any Major Stockholder is an individual (i) to any member of Stockholder’s his or her immediate family, or to a trust for the benefit of such Major Stockholder or any member of Stockholder’s his or her immediate family, or (ii) upon the death of such Major Stockholder; , or (biii) if such Major Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of such Major Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)such Major Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if any Stockholder is an individual (i) to any member of Stockholder’s his or her immediate family, or to a trust for the benefit of such Stockholder or any member of Stockholder’s his or her immediate family, or (ii) upon the death of such Stockholder; , or (biii) if such Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of such Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)such Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to ParentCorautus, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: the Stockholders (a) if Stockholder is an individual to Parent or to any wholly-owned subsidiary of Parent, (ib) to any member of Stockholder’s the Stockholders’ immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s the Stockholders’ immediate family, or (iic) upon the death of Stockholder; or (b) if Stockholder is an entity, to one or more partners, shareholders or members of Stockholder or to an affiliated entity under common control with Stockholder (each either of the Persons described in clauses (i) and (ii)Stockholders, a “Permitted Transferee”); provided, however, that that, in the case of each of clauses “(a)” and “(b)” above, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this AgreementAgreement and delivers a duly executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by a Stockholder: (a) if such Stockholder is an individual (i) to any member of such Stockholder’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) upon the death of such Stockholder; or (b) if such Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of such Stockholder or (c) if such Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)such Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, document to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of any Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual to Parent or any wholly-owned subsidiary of Parent, (ib) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (iic) upon the death of Stockholder; , or (bd) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in clause (b), (c) or (d) of this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementAgreement and delivers a duly Executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

Permitted Transfers. Section 2.1 above shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of Stockholder or (c) if Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual individual: (i) to any member of Stockholder’s immediate family, ; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, ; or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer referred to in this sentence Section 2.3 shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Voting Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; , or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.. Section 2.1 shall not prohibit Stockholder from (i) exercising options or other convertible securities exercisable for Company capital stock and (ii) following

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: Stockholder (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; , or (b) if Stockholder is an entitya partnership or limited liability company, to one or more partners, shareholders partners or members of Stockholder or to an affiliated entity corporation under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written documentwriting, reasonably satisfactory in form and substance to ParentInvestor, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partners, shareholders or members member of Stockholder or (c) if Stockholder is a corporation, to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee executes a joinder to this Agreement pursuant to which such transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 above shall not prohibit a Transfer transfer of Subject Securities by Stockholder: (ai) if Stockholder is an individual (iA) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (iiB) upon the death of Stockholder; or (bii) if Stockholder is an entitya limited partnership or limited liability company, to one a partner or more partnersmember of Stockholder; or (iii) if Stockholder is a corporation, shareholders or members of Stockholder or to an affiliated entity affiliate under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”)Stockholder; provided, however, that a Transfer transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfertransfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Permitted Transfers. Section 2.1 shall 2.1shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; or (b) if Stockholder is an entity, to one or more partners, shareholders or members of Stockholder or to an affiliated entity under common control with Stockholder (each of the Persons described in clauses (i) and (ii), a “Permitted Transferee”); provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.