Transfer and Transferred

Transfer and Transferred. Mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, EXCEPT FOR: (a) any bona fide pledge of up to... ten percent (10%) of such Shareholder's stock if the pledgee executes a counterpart copy of this Agreement and becomes bound thereby as if such pledgee were a Shareholder; (b) any transfers of Stock by (i) gift during a Shareholder's lifetime of up to ten percent (10%) of such Shareholder's stock, (ii) on a Shareholder's death by will or intestacy to such Shareholder's "immediate family" (as defined below) or (iii) to a trust for the benefit of Shareholder or Shareholder's immediate family, provided that each transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Shareholder. For purposes of this Agreement, the term "IMMEDIATE FAMILY" means Shareholder's spouse, lineal descendant or antecedent (whether natural or adopted), brother or sister, or the spouse of any of the foregoing; (c) any transfer of Stock by a Shareholder made: (i) pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; (ii) pursuant to the winding up and dissolution of the Company; or (iii) at, or following, the IPO; (d) any transfers of Stock to a Remaining Shareholder (as defined below) pursuant to such Remaining Shareholder's exercise of such Remaining Shareholder's right of first refusal hereunder; or (e) any transfer of Stock by a Founder to the Company. View More

Transfer and Transferred. "Transfer" and "Transferred" shall mean and include any sale, assignment or other transfer except for: (a) any bona fide pledge of Equity by a Stockholder if the pledgee executes a counterpart copy of this Agreement and becomes bound thereby as a Stockholder; (b) any transfer of Equity by a Stockholder made: (i) pursuant to a merger or consolidation of Parent with or into another corporation or corporations, provided that all Stockholders are entitled to participate therein on the basis... of the proportion that each Stockholder's Capital Holdings bears to the total Capital Holdings of the other Stockholders participating therein; (ii) the winding up and dissolution of Parent; or (iii) pursuant to a bona fide, firmly underwritten public offering of shares of common stock, registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a registration statement on Form S-1, having an aggregate offering price in excess of Ten Million Dollars ($10,000,000), provided that all Stockholders are entitled to participate thereon on the basis of the proportion that each Stockholder's Capital Holdings bears to the total Capital Holdings of the other Stockholders participating therein (except for any shares of Common Stock issuable upon conversion of debt securities issued to the Stockholders of Parent (other than William Strauss) prior to the Effective Time that are also being registered and shares of Common Stock issuable upon conversion of Preferred Stock issued to the Stockholders of Parent (other than William Strauss) prior to the Effective Time); (c) any transfers of Equity by a Stockholder to another Stockholder pursuant to such Stockholder's exercise of its right of first offer hereunder; (d) any transfers of Equity by gift during a Stockholder's lifetime or on a Stockholder's death by will or intestacy to such Stockholder's "immediate family" (as defined below) or to a trust for the benefit of Stockholder or Stockholder's immediate family, provided that each transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Stockholder. For purposes of this Agreement, the term "immediate family" means Stockholder's spouse, lineal descendant or antecedent (whether natural or adopted), brother or sister, or the spouse of any of the foregoing; (e) any transfer of Equity to Parent upon exercise of the right of repurchase or right of first refusal set forth in any option exercise agreement with Parent; and (f) any transfer of Equity for no consideration by a Stockholder which is (i) a partnership to or among its partners or former partners in accordance with partnership interests, (ii) a corporation to its shareholders in accordance with their interest in the corporation, (iii) a limited liability company to its members or former members in accordance with their interest in the limited liability company, provided any such transferee executes a counterpart copy of this Agreement and becomes bound thereby as a Stockholder. View More