Common use of Xxxxxx’s Right to Transfer Clause in Contracts

Xxxxxx’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 subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within one hundred twenty (120) days after the date of the 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 to the provisions of this Section and shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred to the Proposed Transferee within such period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ Agreement.

Xxxxxx’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this SectionSection 3(b) and (B) approved by the Company to be transferred, then subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise Transfer such transfer any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price, provided that such sale or other Transfer transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice and provided further that any such sale or other Transfer transfer is effected in accordance with [the transfer restrictions set forth in the [Company’s Bylaws] AND/OR [, the Plan] and] any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing to that the provisions of this Section 3 and the waiver of statutory information rights in Section 10 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares described in the Notice are not Transferred transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise Transferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ AgreementRefusal.

Xxxxxx’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this SectionSection 3(a) and (B) approved by the Company to be transferred, then subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise Transfer such transfer any unpurchased Shares to that the Proposed Transferee at the Offered Purchase Price or at a higher price, provided that such sale or other Transfer transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice and provided further that any such sale or other Transfer transfer is effected in accordance with [the transfer restrictions set forth in the [Company’s Bylaws] AND/OR [, the Plan] and] any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing to that the provisions of this Section 3 and the waiver of statutory information rights in Section 8 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares described in the Notice are not Transferred transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise Transferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ AgreementRefusal.

Xxxxxx’s Right to Transfer. If all any 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 SectionSection 3(b), then subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise Transfer such transfer any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price, provided that such sale or other Transfer transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice and provided further that any such sale or other Transfer transfer is effected in accordance with [the transfer restrictions set forth in the Company’s Bylaws and] any applicable securities laws and the Proposed Transferee agrees in writing to that the provisions of this Section and 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not Transferred transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ Agreementtransferred.