Common use of Prospective Transferees Clause in Contracts

Prospective Transferees. No Transferring Securityholder shall Transfer any of its Xxxx Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Vested Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable than those applying to the Transferring Securityholders; or (ii) if such prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transfer, the Transferring Securityholder purchases (on terms and conditions no less favourable that those on which its own Securities are sold to the transferee) the number of Vested Securities from the Participating Securityholder which such Participating Securityholder would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusive). If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).

Prospective Transferees. No Transferring Securityholder shall Transfer transfer any of its Xxxx Bain Investor Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Vested Other Investor Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable than those applying to the Transferring SecurityholdersSection 6(b)-(d); or (ii) if such any prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transferTransfer, the Transferring Securityholder purchases (on the same terms and conditions no less favourable that those conditions, subject to Section 6(f), on which its own Investor Securities are were sold to the transferee) the number of Vested Other Investor Securities from the Participating Securityholder Securityholders which such Participating Securityholder Securityholders would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusiveSection 6(b)-(d). If the prospective transferee fails to purchase Vested Other Investor Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 6 and the Transferring Securityholder fails to purchase such Vested Other Investor Securities from the Participating SecurityholderSecurityholders, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject void and of no effect pursuant to the penalty provisions of Section 4(e5(e).

Prospective Transferees. No Transferring Securityholder shall Transfer any of its Xxxx Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Vested Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable favorable than those applying to the Transferring Securityholders; or (ii) if such prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transfer, the Transferring Securityholder purchases (on terms and conditions no less favourable favorable that those on which its own Securities are sold to the transferee) the number of Vested Securities from the Participating Securityholder which such Participating Securityholder would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusive). If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).