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, then the Holder may sell or otherwise transfer such Shares to that proposed transferee, provided that: (a) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (b) such transfer is consummated within 60 days after the date the notice is delivered to the Company; (c) the transfer is effected in accordance with any applicable securities laws, and if requested by the Company, the Holder shall have delivered an opinion of counsel acceptable to the Company to that effect; and (d) the proposed transferee agrees in writing that the provisions of this Section shall continue to apply to the transferred Shares in the hands of such proposed transferee. If any Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Shares may be transferred, 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 described in this Section.

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 8, then the Selling Holder may sell or otherwise transfer such Offered Shares to that proposed transferee, provided that: (ai) the transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or any higher price; (bii) such transfer is consummated within 60 90 days after the date the notice is delivered to the Company; (ciii) the transfer is effected in accordance with any applicable securities laws, and if requested by the Company, the Selling Holder shall have delivered an opinion of counsel acceptable to the Company to that effect; and (div) the proposed transferee agrees in writing that the provisions of this Section 8 shall continue to apply to the transferred Shares shares in the hands of such proposed transferee. If any Offered Shares described in a notice are not transferred to the proposed transferee within the period provided above, then before any such Offered Shares may be transferred, 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 described in this Section.