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

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders as provided in this Section 2.4, then the Holder may sell or otherwise transfer such Award 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 and 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company or the Stockholders, as the case may be, and the Company shall again be offered the Right of First Refusal, before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders as provided in this Section 2.42.3, then the Holder may sell or otherwise transfer such Award Shares 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 and 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 2.3 shall continue to apply to the Award Shares shares in the hands of such Proposed Transferee. If the Award Shares shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company or the Stockholders, as the case may be, and the Company shall again be offered the Right of First Refusal, before any Award Shares shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all the shares of the Award Shares Common Stock proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.45.3, then the Holder may sell or otherwise transfer Transfer such Award Shares shares of Common Stock to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer Transfer is consummated within one hundred and twenty (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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 5.3 and the Restricted Stock Purchase Agreement, if applicable, shall continue to apply to the Award Shares shares of Common Stock in the hands of such Proposed Transferee. If the Award Shares shares of Common Stock described in the Notice are not transferred Transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal as provided herein before any Award Shares shares of Common Stock held by the Holder may be sold or otherwise transferredTransferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(a), then the Holder may sell or otherwise transfer such Award Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.46(a), then the Holder may sell or otherwise transfer such Award 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 and twenty (120) 60 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 6 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders as provided in this Section 2.42.6, then the Holder may sell or otherwise transfer such Award 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 and 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 2.6 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company or the Stockholders, as the case may be, and the Company shall again be offered the Right of First Refusal, before any Award Shares held by the Holder may be sold or otherwise transferred.. Cxxxxx Validus Mission Critical REIT, Inc. Restricted Stock Agreement

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(a), then the Holder may sell or otherwise transfer such Award Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.otherwise

Holder’s Right to Transfer. If all of the Award Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(a), then the Holder may sell or otherwise transfer such Award 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 and twenty (120) 60 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares Securities proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.4section (a), then the Holder may sell or otherwise transfer such Award Shares Securities 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 and twenty sixty (12060) 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 section (a) shall continue to apply to the Award Shares Securities in the hands of such Proposed Transferee. If the Award Shares Securities described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares Securities held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Option Shares -------------------------- proposed in the Notice to be transferred to a given one or more Proposed Transferee Transferees are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.46, then the Holder may sell or otherwise transfer such Award Option Shares to that the Proposed Transferee Transferee(s) at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) 120 days after the date of the Notice Notice, and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee Transferee(s) agrees in a manner satisfactory to the Company and in writing that the provisions provision of this Section 2.4 6 shall continue to apply to the Award Option Shares in the hands of such the Proposed TransfereeTransferee(s). If the Award Option Shares described in the Notice are not transferred to the Proposed Transferee Transferee(s) within such 120-day period, a new Notice shall be given to the Company or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Option Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Company Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(b), then the Holder may sell or otherwise transfer such Award Company 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 and twenty (120) 90 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Company Shares in the hands of such Proposed Transferee. If the Award Company Shares described in the Notice are not transferred to the Proposed Transferee within such periodperiod 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Company Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all the entire amount of the Award Shares Membership Interest proposed in the Notice to be transferred to a given Proposed Transferee are is not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(b), then the Holder may sell or otherwise transfer such Award Shares Membership Interest 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 and twenty sixty (12060) 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares Membership Interest in the hands of such Proposed Transferee. If the Award Shares Membership Interest described in the Notice are is not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares Membership Interest held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in -------------------------- the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(a), then the Holder may sell or otherwise transfer such Award 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 and twenty (120) 60 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(a), then the Holder may sell or otherwise transfer such Award Shares to that Proposed Transferee at the Offered Price or at a higher price; provided, provided however, that such sale or other transfer is consummated within one hundred and twenty sixty (12060) 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Award Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or the Stockholders its assignee(s) as provided in this Section 2.43(b), then the Holder may sell or otherwise transfer such Award 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 and twenty sixty (12060) 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 a manner satisfactory to the Company and in writing that the provisions of this Section 2.4 3 shall continue to apply to the Award Shares in the hands of such Proposed Transferee. If the Award Shares described in the Notice are not 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 or the Stockholders, as the case may beCompany, and the Company and/or its assignees shall again be offered the Right of First Refusal, Refusal before any Award Shares held by the Holder may be sold or otherwise transferred.