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

Holder’s Right to Transfer. If all of the 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 17, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Notice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company 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 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 17Section, then subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise transfer Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, and shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise transferredTransferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ Agreement.

Holder’s Right to Transfer. If all of the 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 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice; provided, provided however, that such sale or other transfer is consummated within sixty (60) days after the date of the Notice; and provided further, however that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company 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 any of the 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 173.3, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees and any spouse executes an endorsement in writing in the form reasonably satisfactory to the Company attached as Exhibit Error! Reference source not found., acknowledging that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed TransfereeTransferee (an "Endorsement"). If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company 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 to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 176, then the Holder may sell or otherwise transfer such Offered Shares or the remaining Offered Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty forty-five (6045) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Offered Shares in the hands of purchased by such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company 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 Warrants or Converted -------------------------- Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or or its assignee(s) as provided in this Section 17Section, then the Holder may sell or otherwise transfer such Warrants or Converted Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Warrants or Converted Shares in the hands of such Proposed Transferee. If the Warrants or Converted Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or or its assignees shall again be offered the Right of First Refusal before any Warrants or Converted Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the 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 175, then subject to any rights the Purchasers may have to purchase the Shares pursuant to that Shareholder Agreement by and among the Company, the Founder, certain members of the Company's management and the Purchasers, the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 5 and Section 7 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal in accordance with this Section 5 before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the 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 171(b), then the Holder may sell or otherwise transfer such any unpurchased Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 1 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company 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 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 Section 1 or the Investors as provided in this Section 172, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice, Company Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees and the Investors 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 To the extent the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company Parent and/or its assignee(s) as provided in this Section 17Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 90 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee executes each agreement requested by the Parent with respect to such Shares and agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, clause shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the CompanyParent, and the Company Parent 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 any of the 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 173(a), then the Holder may sell or otherwise transfer such any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company 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 the shares of the Shares Common Stock 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 175.3, then the Holder may sell or otherwise transfer Transfer such Shares shares of Common Stock to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 5.3 shall continue to apply to the Shares shares of Common Stock in the hands of such Proposed Transferee. If the Shares shares of Common Stock described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares shares of Common Stock held by the Holder may be sold or otherwise transferredTransferred.

Holder’s Right to Transfer. If all the shares of the Shares Common Stock 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 175.3, then the Holder may sell or otherwise transfer Transfer such Shares shares of Common Stock to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 175.3 and the Restricted Stock Purchase Agreement, if applicable, shall continue to apply to the Shares shares of Common Stock in the hands of such Proposed Transferee. If the Shares shares of Common Stock described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares shares of Common Stock held by the Holder may be sold or otherwise transferredTransferred.