Selling Shareholder’s Right to Transfer. If all of the Sale Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the Company, then the Selling Shareholder may sell or otherwise transfer such Sale Shares to that Proposed Transferee at the First Refusal Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the First Refusal Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Shares if applicable in the hands of such Proposed Transferee. If the Sale Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, a new First Refusal Notice shall be given to the Company, and the Company shall again be offered the Right of First Refusal in accordance with this Section 13 before any Shares held by the Selling Shareholder may be sold or otherwise transferred.
Selling Shareholder’s Right to Transfer. If the Right Holders have not elected pursuant to their Secondary Right of First Refusal to purchase all of the Offered Stock not purchased by the Company, then, subject to the Right of Co-Sale, the Selling Shareholder may transfer that portion of the Offered Stock permitted to be sold by the Selling Shareholder to any person named as a Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such transfer (a) is consummated within one hundred twenty (120) days after the date of the Selling Shareholder’s Notice and (b) is in accordance with the terms and conditions of this Agreement. If the Offered Stock is transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock will thereafter hold such Offered Stock free of the Secondary Right of First Refusal, the Right of Co-Sale and all other restrictions imposed by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Selling Shareholder’s Right to Transfer. If the Company, the Investors and the Founders have not elected to purchase all of the Offered Stock pursuant to exercise of the Company Right of First Refusal, the Series C/D Refusal Right, and the Shareholder Refusal Right, then, subject to the Right of Co-Sale pursuant to Section 4 if the Selling Shareholder is a Founder, the Selling Shareholder may transfer that portion of the Offered Stock permitted to be sold by the Selling Shareholder to any Person named as a Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such transfer (a) is consummated within 90 days after the date of the Selling Shareholder’s Notice and (b) is in accordance with the terms and conditions of this Agreement and all applicable laws (including applicable securities laws). If the Offered Stock is not so transferred during such 90 day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Selling Shareholder’s Right to Transfer. If the Company and the Offeree Shareholders have not elected to purchase all of the Offered Stock, and to the extent that the Offeree Shareholders have not exercised their Right of Co-Sale, the Selling Shareholder may Transfer that portion of the Offered Shares permitted to be Transferred to the Proposed Transferee at the Third Party Price Per Share, provided that such Transfer (a) is consummated within thirty (30) days after the date of the Right of Co-Sale Notice, (b) is on terms no more favorable than the terms proposed in the Offers, and (c) is in accordance with all of the terms and conditions set forth in this Agreement. If the Offered Shares are not so Transferred during such thirty (30) day period, then the Selling Shareholder may not Transfer any of such Offered Shares without complying again in full with the provisions set forth in this Agreement.
Selling Shareholder’s Right to Transfer. If Company and/or the Investor have not elected to purchase all of the Offered Stock, then, subject to the Right of Co-Sale, the Selling Shareholder may transfer that portion of the Offered Stock permitted to be sold by the Selling Shareholder, to any person named as a purchaser or other transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such transfer (i) is consummated within one hundred twenty (120) days after the date of the Selling Shareholder’s Notice and (ii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so transferred during such 120-day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Selling Shareholder’s Right to Transfer. If all of the Offered Securities are not purchased by the Company and/or the Shareholders as provided in this Section 2.1, then the ROFO Selling Shareholder may sell or otherwise transfer such Offered Securities at the price specified in the Offer Notice (or at a higher price) provided that such sale or other transfer is consummated within sixty (60) days after the end of the Company ROFO Exercise Period and provided further that (i) any such sale or other transfer is effected in accordance with any applicable securities laws and (ii) the proposed transferee(s) agree(s) in writing that the provisions of this Agreement shall continue to apply to the Securities in the hands of such proposed transferee(s). If the Offered Securities are not transferred within such period, or if the ROFO Selling Shareholder proposes to change the price or other terms to make them more favorable to the proposed transferee(s), a new Offer Notice shall be given to the Company, and the Company and Shareholders shall again be offered the Right of First Offer before any Securities held by the ROFO Selling Shareholder may be sold or otherwise transferred.
Selling Shareholder’s Right to Transfer. If the Selling Shareholder(s) and the Exercising Co-Sale Right Holders on the one hand, and Didi on the other hand, fail to consummate any ROFR Purchase (other than as a result of any failure by such Selling Shareholder(s) and Exercising Co-Sale Right Holder(s) to comply with their respective obligations under this Section 5.4(g), within the Sale Period, or if there are still unpurchased remaining Offered Securities, the Selling Shareholder(s) may, within 60 days after the expiry of the Sale Period, Transfer the Offered Securities or the unpurchased remaining Offered Securities, as applicable, to the Prospective Transferee(s) at a price no less than the price set forth in the Transfer Notice and on terms and conditions no more favorable to the Prospective Transferee(s) than the ROFR Terms; provided that (i) such sale shall be subject to the co-sale rights of Management and the Investors (as applicable) as set out in Section 5.5 and Section 5.6, respectively, (ii) such Prospective Transferee(s) shall execute and deliver to the Company, Didi and the remaining Shareholders documents and other instruments assuming the obligation of the Selling Shareholder(s) and the Exercising Co-Sale Right Holder(s) with respect to the Offered Securities to be purchased by such Prospective Transferee(s), including but not limited to a Deed of Adherence to this Agreement, (iii) if the Prospective Transferee(s) is a Company Competitor, the Company’s prior written consent shall be obtained with respect to any Transfer of such Offered Securities to such Prospective Transferee(s), and (iv) if the Prospective Transferee(s) is a Didi Competitor, Didi’s prior written consent shall be obtained with respect to any Transfer of such Offered Securities to such Prospective Transferee(s). Any Proposed Transfer at a lower price per security or on other terms and conditions which are more favorable than the ROFR Terms, any Proposed Transfer which has not been consummated within 60 days after the expiry of the Sale Period and any subsequent Proposed Transfer of any Equity Securities of the Company by the Selling Shareholder(s), shall again be subject to the right of first refusal of Didi and shall require compliance by the Selling Shareholder(s) with the procedures described in this Section 5.4.
Selling Shareholder’s Right to Transfer. If the Offered Shares proposed to be Transferred are not purchased by the non-Selling Shareholder within the one hundred twenty (120)-day period set forth above, the Selling Shareholder may sell or otherwise Transfer all of such Offered Shares to the proposed transferee at the price offered to the non-Selling Shareholder or at a higher price, provided that such sale or other transfer is (A) consummated within ninety (90) days after the termination of the one hundred twenty (120)-day period following receipt of the Notice, (B) effected in accordance with the terms of this Agreement and all Related Agreements, and (C) effected in accordance with any applicable laws of Pakistan, and if prior to such Transfer, such third party executes and delivers to Company, for the benefit of Company and all Shareholders, a Joinder. If the Offered Shares described in the Notice are not transferred to the proposed transferee within such ninety (90)-day period, a new Notice shall be given to the non-Selling Shareholder and it or he shall again be offered a right of first refusal pursuant to this Agreement, before any shares held by the Selling Shareholder may be sold or otherwise Transferred.
Selling Shareholder’s Right to Transfer. If any of the Offered Shares are not purchased pursuant to this Section 3, then, subject to the Tag-Along Rights set forth in Section 4, the Selling Shareholder may transfer such unsubscribed Offered Shares to the Proposed Transferee at the Offered Price; provided, that such Transfer (a) is on the same terms and conditions as those described in the Sale Notice and not more favorable in any material respect, (b) is consummated within ninety (90) days after the date of the expiration of the Offeree Refusal Period, and (c) is in accordance with all of the terms of this Agreement. To the extent such Offered Shares are not so transferred during such ninety (90) day period, then the Selling Shareholder may not transfer any of such Offered Shares without complying again in full with the provisions of this Agreement.
