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

Holder’s Right to Transfer. If the Company has not elected to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the purchase of less than all of the Offered Securities proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company as provided in this Section, then the Holder may sell or otherwise transfer all such Offered Securities to each Proposed Transferee at the Offered Price or at a higher price (and if Holder consented to the purchase of less than all the Offered Securities proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company as provided in this Section, then the Holder may sell or otherwise transfer any remaining Offered Securities to each Proposed Transferee at the Offered Price or at a higher price), provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Transfer Notice and (ii) any such sale or other transfer is effected in compliance with all applicable securities laws. If the Offered Securities described in the Transfer Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Transfer Notice must be given to the Company, pursuant to which the Company will again be offered the Right of First Refusal before the Warrant may be sold or otherwise transferred.

Holder’s Right to Transfer. If the Company has not elected to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the -------------------------- purchase of less than all of the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer all such Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price (and if Holder consented to the purchase of less than all the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer any remaining Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price), provided -------- that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Transfer Notice and Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) 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 Securities Shares described in the Transfer Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Transfer 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 Warrant Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If the Company has not elected and/or its assignee(s) elects to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the purchase of less than all of the Offered Securities Exercised Shares proposed in the a Transfer Notice to be transferred Transferred to a given Proposed Transferee by the Company as provided in this Sectionproposed transferee, then the Holder (x) may sell or otherwise transfer all such Offered Securities to each Proposed Transferee at the Offered Price or at a higher price (and if Holder consented Transfer to the purchase proposed transferee any of less than all the Offered Securities proposed in the Transfer Notice to be transferred to a given Proposed Transferee by such Exercised Shares that the Company as provided in this Sectionand/or its assignee(s) elected not to purchase (the “Non-Company Shares”); provided, then the Holder may sell or otherwise transfer any remaining Offered Securities to each Proposed Transferee at the Offered Price or at a higher price)however, provided that that: (i) the Transfer is made only on the terms provided for in the applicable Transfer Notice, with the exception of the purchase price, which may be either the price listed in such sale Transfer Notice or other transfer any higher price; (ii) the Transfer is consummated within one hundred twenty (120) 60 days after the date the applicable Transfer Notice was delivered to the Company; (iii) the Transfer is effected in accordance with any applicable securities laws and, if requested (in writing) by the Company, the Holder shall have delivered a written opinion of counsel acceptable to the Company to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Non-Company Shares so Transferred subject to all of the provisions hereof (including this Section 5) and of the Option Agreement (including Section II.4 and Section II.10 thereof), and there shall be no further Transfer Notice of any Exercised Shares except in accordance with this Section 5, and (y) shall, in accordance with the other provisions of this Section 5, sell to the Company and/or its assignee(s) the portion of such Exercised Shares that the Company and/or its assignee(s) has elected to purchase. If any Non-Company Shares are not Transferred to the proposed transferee within the period provided in clause (ii) above, then, before any such sale or other transfer is effected in compliance with all applicable securities laws. If the Offered Securities described in the Transfer Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day periodshares may be Transferred, then a new Transfer Notice must shall be given to the Company, pursuant to which and the Company will and/or its assignee(s) shall again be offered the Right right of First Refusal before the Warrant may be sold or otherwise transferredfirst refusal described in this Section 5.

Holder’s Right to Transfer. If the Company has not elected to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the purchase of less than all of the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee are not purchased by the Company Onvia and/or its assignee(s) as provided in this SectionSection 6(a), then the Holder may may: (A) sell or otherwise transfer all such Offered Securities Shares to each that Proposed Transferee at the Offered Price or at a higher price (and if Holder consented per share offered to the purchase of less than all the Offered Securities proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company as provided in this Section, then the Holder may sell or otherwise transfer any remaining Offered Securities to each Proposed Transferee at the Offered Price or at a higher price), or at a lower price, provided that (i) such sale or other transfer is consummated within one hundred twenty (120) 15 days after the date of the Transfer Notice and (ii) provided further that any such sale or other transfer is effected in compliance accordance with all any applicable securities lawslaws and the Proposed Transferee agrees in writing that the provisions of this Section 6 shall continue to apply to the Shares in the hands of such Proposed Transferee if such transfer is effected other than by a sale on the open market; or (B) enter into any periodic sale or other similar program designed to rely on the defense to liability provided by Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Controlled Sales Program"), with respect to the Shares only. If the Offered Securities price of the Shares decreases after Notice is delivered to Onvia, and Holder has not yet signed an agreement to transfer the Shares, then Onvia shall have the right to notify the Holder of its desire to exercise the right to purchase the Shares at the new market price. Upon receipt of such notice from Onvia, the Holder may: (1) elect to sell the Shares to Onvia at the new market price; or (2) elect not to sell the Shares at that time given the decrease in market price. If, in a private sale transaction, the Shares described in the Transfer Notice are not transferred to each the Proposed Transferee within such one hundred twenty (120) day periodthe period set forth in Section 6(a)(v)(A), then or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Transfer Notice must shall be given to the CompanyOnvia, pursuant to which the Company will and Onvia and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Warrant Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If the Company has not elected to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the purchase of less than all of the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer all such Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price (and if Holder consented to the purchase of less than all the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer any remaining Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price), provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Transfer Notice and Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) 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 Securities Shares described in the Transfer Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Transfer 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 Warrant Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If the Company has not elected to exercise its Rights of First Refusal as provided in Section 4.3.1.2 or Holder has not consented to the purchase of less than all of the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this SectionSection 7 and the Company has not otherwise timely elected to purchase all of the Offered Shares, then the Holder may sell or otherwise transfer all such Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price (and if Holder consented to the purchase of less than all the Offered Securities Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer any remaining Offered Securities Shares to each Proposed Transferee at the Offered Price or at a higher price), provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Transfer Notice and Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) 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 Securities Shares described in the Transfer Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Transfer 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 Warrant Holder may be sold or otherwise transferred.