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

Holder’s Right to Transfer. If all of the Vested 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 and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer such Vested 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 that the provisions of this Section, as applicable, shall continue to apply to the Vested Shares in the hands of such Proposed Transferee. If the Vested 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 Vested 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.

Holder’s Right to Transfer. If all of the Vested Shares Units 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 and other restrictions on transfer contained in the Stockholders’ LLC Agreement, if any, the Holder may sell or otherwise Transfer such Vested Shares Units 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 that the provisions of this SectionSection and the Restricted Unit Agreement, as applicable, shall continue to apply to the Vested Shares Units in the hands of such Proposed Transferee. If the Vested Shares Units 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 Vested Shares Units 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’ LLC Agreement.

Holder’s Right to Transfer. If all of the Vested Shares Restricted Units 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 and other restrictions on transfer contained in the Stockholders’ LLC Agreement, if any, the Holder may sell or otherwise Transfer such Vested Shares Units 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 that the provisions of this SectionSection and the Restricted Unit Agreement, as applicable, shall continue to apply to the Vested Shares Restricted Units in the hands of such Proposed Transferee. If the Vested Shares Units 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 Vested Shares Restricted Units 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’ LLC Agreement.

Holder’s Right to Transfer. If all of the Vested Shares Restricted Units 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 and other restrictions on transfer contained in the Stockholders’ LLC Agreement, if any, the Holder may sell or otherwise Transfer such Vested Shares Restricted Units 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 that the provisions of this SectionSection and the Restricted Unit Agreement, as applicable, shall continue to apply to the Vested Shares Restricted Units in the hands of such Proposed Transferee. If the Vested Shares Restricted Units 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 Vested Shares Restricted Units 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’ LLC Agreement.

Holder’s Right to Transfer. If all of the Vested 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 and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer such Vested 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 that (i) the provisions of this Section, as applicable, Section and of Section 5 above shall continue to apply to the Vested Shares in the hands of such Proposed TransfereeTransferee and (ii) that such Proposed Transferee will not transfer the Shares any other purchaser or transferee unless such future purchase or transferee agrees in writing to be bound by the provisions of this Section and of Section 5 above. If the Vested 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 Vested 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.

Holder’s Right to Transfer. If all any of the Vested Shares proposed in the Notice to be sold or 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 sold or transferred, then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer transfer any such Vested Shares to that the applicable 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 Notice; provided further that any such sale or other Transfer transfer is also effected in accordance with the Bylaw Restrictions, the transfer restrictions set forth in the Plan and any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Restrictions, and the provisions of the Option Agreement and this SectionAgreement, as applicableincluding this Section 3 and the waiver of statutory information rights in Section 8, shall continue to apply to the Vested 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 Vested 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 Vested 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.

Holder’s Right to Transfer. If all of the Vested 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 and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer such Vested 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 that the provisions of this SectionSection and this Agreement, as applicable, shall continue to apply to the Vested Shares in the hands of such Proposed Transferee. If the Vested 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 Vested 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.

Holder’s Right to Transfer. If all any of the Vested Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this SectionSection 4(b) and (B) approved by the Company to be sold or transferred, then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer transfer any such Vested Shares to that the applicable 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 Notice; provided further that any such sale or other Transfer transfer is also effected in accordance with the Bylaw Restrictions, the transfer restrictions set forth in the Plan and any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Restrictions, and the provisions of the Option Agreement and this SectionAgreement, as applicableincluding this Section 4 and the waiver of statutory information rights in Section 11, shall continue to apply to the Vested 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 Vested 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 Vested 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.

Holder’s Right to Transfer. If all any of the Vested Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this SectionSection (b) and (B) approved by the Company to be sold or transferred, then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer transfer any such Vested Shares to that the applicable 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 Notice; provided further that any such sale or other Transfer transfer is also effected in accordance with the Bylaw Provisions, the transfer restrictions set forth in the Plan and any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Provisions and the provisions of this SectionAgreement, as applicable, including this Section 3. and the waiver of statutory information rights in Section Error: Reference source not found shall continue to apply to the Vested 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 Vested 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 Vested 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.

Holder’s Right to Transfer. If all any of the Vested Shares Securities 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(a), then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer such Vested Shares transfer any unpurchased Securities to that 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 any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section, as applicable, Section 3 shall continue to apply to the Vested Shares Securities 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 Vested Shares Securities 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 Vested Shares Securities 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.

Holder’s Right to Transfer. If all of the Vested 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 and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer such Vested 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 that the provisions of this SectionSection and this Agreement, as applicable, shall continue to apply to the Vested Shares in the hands of such Proposed Transferee. If the Vested 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 Vested 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.or

Holder’s Right to Transfer. If all any of the Vested Shares proposed in the Notice to be sold or 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 sold or transferred, then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer transfer any such Vested Shares to that the applicable 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 Notice; provided further that any such sale or other Transfer transfer is also effected in accordance with the Bylaw Provisions, the transfer restrictions set forth in the Plan and any applicable securities laws Applicable Laws, and the Proposed Transferee agrees in writing that the Plan, the Bylaw Provisions and the provisions of the Option Agreement and this SectionAgreement, as applicable, including this Section 3 and the waiver of statutory information rights in Section 10 shall continue to apply to the Vested 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 Vested 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 Vested 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.

Holder’s Right to Transfer. If all any of the Vested Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this SectionSection (a) and (B) approved by the Company to be sold or transferred, then subject to any rights of first refusal and other restrictions on transfer contained in the Stockholders’ Agreement, if any, the Holder may sell or otherwise Transfer transfer any such Vested Shares to that the applicable 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 Notice; provided further that any such sale or other Transfer transfer is also effected in accordance with the Bylaw Provisions, the transfer restrictions set forth in the Plan and any applicable securities laws Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Provisions and the provisions of the Option Agreement and this SectionAgreement, as applicable, including this Section 3. and the waiver of statutory information rights in Section Error: Reference source not found shall continue to apply to the Vested 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 Vested 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 Vested 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.