Common use of Effect of Failure to Comply Clause in Contracts

Effect of Failure to Comply. Any transfer not made in compliance with the requirements of Sections 6.1 through 6.4 of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement). If any Existing Holder becomes obligated to sell any Shares to the Company or any Investor under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Existing Holder the purchase price for such Shares as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books the certificate or certificates representing the Shares to be sold. If any Existing Holder purports to sell any Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 6.4 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Existing Holder to purchase from such Investor the type and number of Shares that such Investor would have been entitled to sell to the prospective transferee under Section 6.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 6.4. The sale will be made on the same terms and subject to the same conditions as would have applied had the Existing Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 6.4. Such Existing Holder shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 6.4.

Effect of Failure to Comply. Any transfer of Shares not made in compliance with the requirements of Sections 6.1 through 6.4 of this Agreement shall be null and void ab initiovoid, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges The Stockholder agrees that, to ensure compliance with the transfer restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and agrees that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. If the Stockholder becomes obligated to sell any Shares to the Company or any of its permitted transferees or assigns under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company or such permitted transferee or assign may, at its option, in addition to all other remedies it may have, send to the Stockholder the purchase price for such Shares as is herein specified and transfer to the name of the Company or such permitted transferee or assign (or request that the Company effect such transfer in the name of such permitted transferee or assign) on the Company’s books the certificate or certificates representing the Shares to be sold (or, in the case of any Shares that are not represented by certificates, make such other notations on the Company’s books as shall be necessary to effect such transfer). The Stockholder and the Company acknowledge and agree that any breach of this Agreement would result in substantial harm to the other parties hereto Company and/or the Stockholder for which monetary damages alone could not adequately compensate. Therefore, the parties hereto Stockholder and the Company unconditionally and irrevocably agree that any non-breaching party hereto the Company and the Stockholder shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock Sales not made in strict compliance with this Agreement). If any Existing Holder becomes obligated to sell any Shares to the Company or any Investor under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Existing Holder the purchase price for such Shares as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books the certificate or certificates representing the Shares to be sold. If any Existing Holder purports to sell any Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 6.4 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Existing Holder to purchase from such Investor the type and number of Shares that such Investor would have been entitled to sell to the prospective transferee under Section 6.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 6.4. The sale will be made on the same terms and subject to the same conditions as would have applied had the Existing Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 6.4. Such Existing Holder shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 6.4.