Exempted Transfers definition

Exempted Transfers means the following: (i) any transfer or transfers to the ancestors, descendants or spouse of a stockholder or to trusts, partnerships or other entities formed for the benefit of such persons, (ii) any transfer or transfers to an Affiliate of any holder of Preferred Stock or Common Stock obtained on conversion of the Preferred Stock, (iii) any transfer by a holder of Preferred Stock to any other holder of Preferred Stock or Common Stock obtained on conversion of the Preferred Stock, (iv) any pledge of shares made pursuant to a bona fide loan transaction that creates a mere security interest, (v) any transfer by a stockholder that is a partnership, limited liability company or corporation to the partners, members or stockholders of such entity without the payment of consideration therefor, (vi) any bona fide gift, (vii) any transfer pursuant to the Company’s repurchase right under the Stock Option Plan, the Long Term Incentive Plan or under any other stock option, stock bonus or other stock plans or agreements in effect as of the date hereof, or under any stock option, stock bonus or other stock plan approved by the Board thereafter, (viii) any transfer resulting from the Company’s purchase, foreclosure or acquisition of shares of any Securities that were secured by a promissory note in favor of the Company, (ix) any Affiliate Transfer (as defined in the First Amendment), (x) any Donation Transfer (as defined in the First Amendment) and (xi) any Proposed Transfer (as defined in the Second Amendment); provided, however, that, except in the case of clauses (i), (vii), (viii) and (xi) above, any such transferee is an “Accredited Investor” as defined in the Securities Act; provided, further, that the term “Exempted Transfers” shall not include any transfer which would require the Company to register any class of securities pursuant to Section 12 of the Exchange Act, and any such transfer shall be void ab initio.
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Exempted Transfers means (i) a Transfer of Ordinary Shares under the Dingfeng Call Option pursuant to the Dingfeng Option Agreement and (ii) a Transfer of any portion of the Founders’ option granted under the ESOP by the Founders to any employee of the Group Companies, provided that such Transfer is made in compliance with all applicable Laws; and an “Exempted Transfer” means either of the foregoing.
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Exempted Transfers has the meaning set forth in Section 4.1(ii).
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Examples of Exempted Transfers in a sentence

  • EXEMPT TRANSFERS 7 3.1 Exempted Transfers 7 3.2 Exempted Offerings 8 3.3 Prohibited Transferees 8 4.

  • Any transferee of Registrable Securities made pursuant to any of the Exempted Transfers shall be deemed to be a holder of Registrable Securities that are entitled to the rights under this Agreement.

  • The Carell Holders shall have the right to resell that amount of Registrable Securities under the Shelf which has an aggregate Market Value, on the Initial Filing Date, of (a) $150 million, plus (b) the Initial Underwriting Amount of the Carell Holders, less (c) the gross proceeds received by the Carell Holders in all sales of Registrable Securities before the Initial Filing Date (excluding gross proceeds received in the Exempted Transfers).

  • Notwithstanding the foregoing, co-sale rights granted under Section 3.1 shall not apply to any Exempted Transfers.

  • For purposes of this Agreement, the following transfers of Registrable Securities shall not be deemed to be "sales" of Registrable Securities: (i) the transfers of shares among Persons comprising an individual Holder, (ii) pledges of shares permitted under Section 11(d), (iii) transfers of shares by Apollo and AEW to CBA, (iv) the Exempted Transfers, (v) donations of shares by the Holders which are made to Charitable Organizations, and (vi) any distribution of shares by an Allright Holder to its investors.

  • The provisions of paragraphs 20, 21 and 22 will not apply to Exempted Transfers.

  • Exempt Transfers 6 4.1 Exempted Transfers 6 4.2 Exempted Offerings 6 5.

  • Notwithstanding the foregoing, the transfer of the rights and obligations of Company to a parent, subsidiary, or other affiliate of Company, or to any successor-in-interest or entity acquiring 51% or more of Company’s stock or assets (collectively Exempted Transfers) will be deemed an assignment for the purposes of this Agreement and will require City’s consent.

  • Carell, Jr., the Company, Apollo and AEW (the "Exempted Transfers")).

  • For the avoidance of doubt, (i) this Section 8.1 shall not apply to the Exempted Transfers, (ii) any “Equity Securities” referred in this Section 8.1 shall exclude any Preferred Share held by any Principal, Holding Company or their Affiliates.

Related to Exempted Transfers

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Exempt Transfer means, in relation to shares held by a member:

  • Permitted Transactions has the meaning set forth in Section 13(B).