Common use of Holder’s Right to Transfer Clause in Contracts

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or -------- other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that: (bi) any such sale or other transfer is effected in -------- ------- compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer each of such remaining Offered Shares to each that Proposed Transferee at the Offered Price Per Share or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty thirty (12030) days after the date of the Notice, and provided further, that (ba) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (cb) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty thirty (12030) day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty ninety (12090) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty ninety (12090) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that: (bi) any such sale or other transfer is effected in compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares --------------------------- proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) -------- such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that: (bi) any such sale or other transfer is -------- ------- effected in compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (bi) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided PROVIDED that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and PROVIDED FURTHER, that (bi) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that provided, however, (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days [*] after the date of the Notice, (b) any such such, sale or other transfer is effected in compliance with all applicable securities laws, and (c) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day [*] period, then a new Notice must be given to the Company, pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each such Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the NoticeNotice is effective pursuant to Section 9.2, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each such Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each such Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Refusal Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this SectionSection 9, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each Proposed Transferee agrees in writing that the provisions of this Section 9 will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) -day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer each of such remaining Offered Shares to each that Proposed Transferee at the Offered Price Per Share or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (ba) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (cb) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) -day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided PROVIDED that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and PROVIDED FURTHER, that: (bi) any such sale or other transfer is effected in compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares -------------------------- proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) -------- such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (bi) any such sale or other transfer is -------- ------- effected in compliance with all applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company Acquiror and/or its assignee(s) as provided in this SectionSection 4.1, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will Article IV shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) -day period, then a new Notice must shall be given to the CompanyAcquiror, pursuant to which the Company will Acquiror shall again be offered the Right of First Refusal before any Shares shares of Acquiror Common Stock held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares -------------------------- proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) -------- such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (bi) any such sale or other transfer is ---------------- effected in compliance with all applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the -------- Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that: (bi) any such sale or other transfer is effected in ---------------- compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice of Transfer to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the NoticeNotice of Transfer, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice of Transfer are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice of Transfer must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided (i) that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each Proposed Transferee agrees in writing that the provisions of this Section 9 will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) -day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right right of First Refusal first refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares Interest proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares Interest to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (bi) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares Interest in the hands of such Proposed Transferee. If the Offered Shares Interest described in the Notice are is not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares the Purchased Interest held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Option Shares -------------------------- proposed in the Notice to be transferred to a given one or more Proposed Transferee Transferees are not purchased by the Company and/or its assignee(s) as provided in this SectionSection 7, then the Holder may sell or otherwise transfer such Offered Option Shares to each the Proposed Transferee Transferee(s) at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and (bii) any such sale or other transfer is effected in compliance accordance with all any applicable securities laws, laws and (cthe Proposed Transferee(s) each Proposed Transferee agrees in writing that the provisions provision of this Section will 7 shall continue to apply to the Offered Option Shares in the hands of such the Proposed TransfereeTransferee(s). If the Offered Option Shares described in the Notice are not transferred to each the Proposed Transferee Transferee(s) within such one hundred twenty (120) -day period, then a new Notice must shall be given to the Company, pursuant to which and the Company will and/or its assignees shall again be offered the Right of First Refusal before any Option Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must 14 15 be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or -------- other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that (bi) any such sale or other transfer is effected in -------- ------- compliance with all al applicable securities laws, laws and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Option Shares -------------------------- proposed in the Notice to be transferred to a given one or more Proposed Transferee Transferees are not purchased by the Company and/or its assignee(s) as provided in this SectionSection 6, then the Holder may sell or otherwise transfer such Offered Option Shares to each the Proposed Transferee Transferee(s) at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, (b) and provided further that any such sale or other transfer is effected in compliance accordance with all any applicable securities laws, laws and (cthe Proposed Transferee(s) each Proposed Transferee agrees in writing that the provisions provision of this Section will 6 shall continue to apply to the Offered Option Shares in the hands of such the Proposed TransfereeTransferee(s). If the Offered Option Shares described in the Notice are not transferred to each the Proposed Transferee Transferee(s) within such one hundred twenty (120) -day period, then a new Notice must shall be given to the Company, pursuant to which and the Company will and/or its assignees shall again be offered the Right of First Refusal before any Option Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.must

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section), then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price and on the stated payment terms, or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty ninety (12090) days after the date expiration of the Notice30-day period described in Section 6(b) hereof, (bii) any such sale or other transfer is effected in compliance accordance with all any applicable securities laws, and (ciii) each the Proposed Transferee agrees in writing that the provisions of this Section will Sections 4 and 6 hereof shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 90-day period, then a new Notice must shall be given to the Company, pursuant to which and the Company will and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares -------------------------- proposed in the Notice to be transferred Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer Transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer Transfer is -------- consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer Transfer is effected in compliance with all applicable securities laws, and (ciii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred Transferred to each the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferredTransferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (ciii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must 39 40 be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each such Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the NoticeNotice is effective pursuant to Section 7.2, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) each such Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each such Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Refusal Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares --------------------------- proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each that Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other -------- transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice, and provided further, that: (bi) any such sale or other transfer is effected in -------- ------- compliance with all applicable securities laws, ; and (cii) each the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) 120 day period, then a new Notice must be given to the Company, pursuant to which and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each such Proposed Transferee at the Offered Price or at a higher price, provided that (ai) such sale or other transfer is consummated within one hundred twenty (120) days after the effective date of the Notice, (bii) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (ciii) each such Proposed Transferee agrees in writing that the provisions of this Section Exercise Agreement and the Plan will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each a Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company, Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.