Common use of Selling Shareholder’s Right to Transfer Clause in Contracts

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 Right Holders Remaining Shareholders have not elected pursuant to their Secondary Shareholders' 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 's Notice, at the Offered Price or at a higher price, provided that such transfer (a) is consummated within one hundred twenty sixty (12060) days after the date of the Selling Shareholder’s '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 (other than as provided as to certain transferees required to become parties hereto as provided in Section 1.6 hereof) thereafter hold such Offered Stock free of the Secondary Shareholders' Right of First Refusal, the Right of Co-Sale and all other restrictions imposed by this Agreement; provided that 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 Agreementany stock purchase agreement. If the Offered Stock is not so transferred during such one hundred twenty sixty (12060) 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 Right Holders Company, on the one hand and the Investors, on the other hand, have not elected pursuant to their Secondary Investors' Right of First Refusal to purchase all of the Offered Stock not purchased by the CompanyShareholder Shares, then, subject to the Preferred Investors' Right of Co-SaleSale for Offered Shareholder Shares described in Section 4 hereof, the Selling Shareholder may transfer that portion of Transfer the Offered Stock Shareholder Shares permitted to be sold by the Selling Shareholder to any person named as a Proposed Transferee in the Selling Shareholder’s 's Notice, at the Offered Price or at a higher price, provided that such transfer Transfer (a) is consummated within one hundred twenty (120) days after the date of the Selling Shareholder’s 's Notice and (b) is in accordance with the terms and conditions of this Agreement. If the Offered Stock is Shareholder Shares are transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock Shareholder Shares will (other than as provided as to certain transferees required to become parties hereto as provided in Section 1.7 hereof) thereafter hold such Offered Stock Shareholder Shares free of the Secondary Investors' Right of First Refusal, the Right of Co-Sale for Offered Shareholder Shares 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 Shareholder Shares are not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock Shareholder Shares without complying again in full with the provisions of this Agreement.