Common use of Non-Exercise of Right Clause in Contracts

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner the Optionee within fortytwenty-five (4525) days following the date of the CorporationCompany's receipt of the Disposition Notice, Owner the Optionee shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the other provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the CorporationCompany's Repurchase Right under Article 5 and the Corporation's of First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4this Agreement. In the event Owner Optionee does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the CorporationCompany's Right of First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner Optionee until such right lapses in accordance with paragraph 6.7(f) below.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 II and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day 30) day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to --------------------- the Owner within forty-five thirty (4530) days following the date of the CorporationCompany's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of any or all of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such the third-party offeror purchaser than those specified in the Disposition Notice; provided, however, provided that any such sale or disposition must not be effected in contravention of contravene the provisions of Article 2 of this Agreement. To the extent If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-third- party offeror purchaser shall acquire the Target Shares free and clear of all the Corporationterms and provisions of this Agreement (including the Company's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but ). If the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale sell or disposition otherwise dispose of the Target Shares within the specified thirty (30)-day 30) day period, the CorporationCompany's First Refusal Right shall continue to be applicable apply to any subsequent disposition dispo- sition of the Target Shares by the Owner until such right lapses in accordance with paragraph Section 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given --------------------- to the Owner within forty-five thirty (4530) days following the date of the CorporationCompany's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such the third-party offeror purchaser than those specified in the Disposition Notice; provided, however, provided that any such sale or disposition must not be effected in contravention of contravene the provisions of Article 2 of this Agreement. To the extent If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror purchaser shall acquire the Target Shares free and clear of all the Corporationterms and provisions of this Agreement (including the Company's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but ). If the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale sell or disposition otherwise dispose of the Target Shares within the specified thirty (30)-day 30) day period, the CorporationCompany's First Refusal Right shall continue to be applicable apply to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph Section 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article set forth in Sections 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner3 hereof. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to to: (i) the securities law restrictions of Article Section 2 hereof; and (ii) the market stand-off provisions of paragraph 4.4Section 3 hereof. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day 30) day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Section 6(g) hereof.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five thirty (4530) days following the date of the Corporation's ’s receipt of the Disposition Notice, Owner shall have a period of thirty sixty (3060) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's ’s Repurchase Right under Article 5 and the Corporation's ’s First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty sixty (30)-day 60)-day period, the Corporation's ’s First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's ’s receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's ’s Repurchase Right under Article 5 V and the Corporation's ’s First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's ’s First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's ’s receipt of the Disposition Notice, Owner shall have a period of thirty sixty (3060) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's ’s Repurchase Right under Article 5 and the Corporation's ’s First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.43.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty sixty (30)-day 60)-day period, the Corporation's ’s First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.74.9.”

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's Company’s receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 I of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VI, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Company’s Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunderIV, but the acquired shares shall remain subject to (i) the securities law restrictions of under Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In 3.4, (iii) the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's Company’s First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Rights hereunder and (iv) Article VII.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Dis-position Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to the Owner within forty-five thirty (4530) days following the date of the CorporationCompany's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such the third-party offeror purchaser than those specified in the Disposition Notice; provided, however, provided that any such sale or disposition must not be effected in contravention of contravene the provisions of Article Articles 2 and 4 of this Agreement. To the extent If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror purchaser shall acquire the Target Shares free and clear of Shares, subject to the Corporation's Repurchase Right under Article 5 and the CorporationCompany's First Refusal Right hereunder(as to subsequent transfers by the Owner), but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4Section 3.3, and the transfer restrictions of Articles 2 and 4. In If the event Owner does not effect such sale sell or disposition otherwise dispose of the Target Shares within the specified thirty (30)-day 30) day period, the CorporationCompany's Repurchase Right, the Company's First Refusal Right Right, the market stand-off provisions of Section 3.3, and the transfer restrictions of Articles 2 and 4, shall continue to be applicable apply to any subsequent disposition of the Target Shares by the Owner Owner, until each such right lapses provision terminates in accordance with paragraph 6.7herewith.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 subparagraph 2.3 A. and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not --------------------- given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, -------- however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Dis-position Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2.A and (ii) the market stand-off provisions of paragraph 4.43.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.74.7.

Non-Exercise of Right. In the event the Exercise Notice is not --------------------- given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Dis position Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, -------- however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the CorporationCompany's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the CorporationCompany's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunderV, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and paragraph 2.2(a), (ii) the market stand-off provisions of paragraph 4.4. In , (iii) the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the CorporationCompany's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Rights hereunder and (iv) Article VIII.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.2(a) and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.off

Non-Exercise of Right. In the event the Exercise Notice is not given --------------------- to the Owner within forty-five thirty (4530) days following the date of the Corporation's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-third- party offeror purchaser than those specified in the Disposition Notice; provided, -------- however, that any such sale or disposition must shall not be effected in ------- contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under pursuant to Article 7VII below, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-third party offeror purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Agreement (including the Corporation's Repurchase Right under Article 5 V and the Corporation's (or its assignees') First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4). In the event the Owner does not effect such sale sell or disposition otherwise dispose of all or any portion of the Target Shares within the specified thirty (30)-day 30) day period, the Corporation's (or its assignees') First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Section 6.7 below.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 paragraph 2.6 and (ii) the market stand-off provisions of paragraph 4.43.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day 30) day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.74.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the CorporationCompany's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of under Article 2 and II, (ii) the Company's First Refusal Right under this Article VI, (iii) the Transfer Restrictions of Article 4, including but not limited to the market stand-off provisions of paragraph 4.44.4 and (iv) the Company's Special Purchase Right under Article VIII. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day 30) day period, the CorporationCompany's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7______.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; providedPROVIDED, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 V and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 II and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the CorporationCompany's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 II of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VII, the certificates for such shares shall automatically be released release from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the CorporationCompany's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunderV, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and paragraph 2.2(a), (ii) the market stand-off provisions of paragraph 4.4. In , (iii) the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the CorporationCompany's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Rights hereunder and (iv) Article VIII.

Non-Exercise of Right. In the event the Exercise Notice is not --------------------- given to the Owner within forty-five thirty (4530) days following the date of the CorporationCompany's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such the third-party offeror purchaser than those specified in the Disposition Notice; provided, however, provided that any such sale or disposition must not be effected in contravention of contravene the provisions of Article 2 of this Agreement. To the extent If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror purchaser shall acquire the Target Shares free and clear of all the Corporationterms and provisions of this Agreement (including the Company's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but ). If the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale sell or disposition otherwise dispose of the Target Shares within the specified thirty (30)-day 30) day period, the CorporationCompany's First Refusal Right shall continue to be applicable apply to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph Section 6.7.

Non-Exercise of Right. In the event the Exercise Notice is not given --------------------- to the Owner within forty-five thirty (4530) days following the date of the Corporation's receipt of the Disposition Notice, the Owner shall have a period of thirty (30) days thereafter thereafter, in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror purchaser than those specified in the Disposition Notice; provided, however, that any such sale or disposition must --------- ------- shall not be effected in contravention of the provisions of Article 2 11 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under pursuant to Article 7VII below, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-third party offeror purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Agreement (including the Corporation's Repurchase Right under Article 5 V and the Corporation's (or its assignees') First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4). In the event the Owner does not effect such sale sell or disposition otherwise dispose of all or any portion of the Target Shares within the specified thirty (30)-day 30) day period, the Corporation's (or its assignees') First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Section 6.7 below.

Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within fortytwenty-five (4525) days following the date of the Corporation's Company’s receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 I of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7VI, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Company’s Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunderIV, but the acquired shares shall remain subject to (i) the securities law restrictions of under Article 2 and I, (ii) the market stand-off provisions of paragraph 4.4. In 3.4, (iii) the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's Company’s First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7Rights hereunder and (iv) Article VII.