Common use of Right to Transfer Clause in Contracts

Right to Transfer. To the extent the Right Holders have not elected to purchase the Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to this Section 4.2, the Selling Preferred Shareholder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company and each Right Holder of the Preferred Transfer Notice, conclude a transfer of the Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Holders, which shall be on terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Preferred Shares by the Selling Preferred Shareholder, shall again be subject to the right of first offer of the Right Holders and the tag-along right of the Preferred Holders and shall require compliance by the Selling Preferred Shareholder with the procedures described in this Section 4.2.

Appears in 2 contracts

Samples: Shareholders Agreement (Kingsoft Cloud Holdings LTD), Shareholders Agreement (Kingsoft Cloud Holdings LTD)

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Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase, or to participate in the sale of, the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to in accordance with the provisions of this Section 4.2Agreement, as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the Transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in Section 4.3 and Section 4.4 of this Section 4.2Agreement.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Le Gaga Holdings LTD), Shareholders’ Agreement (Le Gaga Holdings LTD)

Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase, or to participate in the sale of, the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to this Section 4.2in accordance with the provisions of the Shareholders Agreement, as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the Transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in this Section 4.24.3 and Section 4.4 of the Shareholders Agreement.

Appears in 1 contract

Samples: Shareholders’ Agreement (Le Gaga Holdings LTD)

Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase; or to participate in the sale of the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to this Section 4.2in accordance with the provisions of the Shareholders Agreement, as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, Notice as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in this Section 4.24.3 and Section 4.4 of the Shareholders Agreement.

Appears in 1 contract

Samples: Shareholders’ Agreement (Le Gaga Holdings LTD)

Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase, or to participate in the sale of, the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to this Section 4.2in accordance with the provisions of the Shareholders Agreement as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on ,terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the Transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in this Section 4.24.3 and Section 4.4 of the Shareholders Agreement.

Appears in 1 contract

Samples: Series B1 Preferred Share Subscription Agreement (Le Gaga Holdings LTD)

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Right to Transfer. To the extent the Right ROFR and Co-Sale Rights Holders have do not elected elect to purchase purchase, or participate in the sale of, all the Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to this Section 4.2Notice, the Selling Preferred Shareholder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty ninety (12090) days following delivery to the Company and each Right ROFR and Co-Sale Rights Holder of the Preferred Transfer Notice, conclude a transfer of the such number of Offered Preferred Shares covered by the Preferred Transfer Notice and that have not elected been reduced pursuant to be purchased by the Right Holdersof First Refusal and Co-sale Right of the ROFR and Co-Sale Rights Holders to the prospective purchaser or transferee specified in the Transfer Notice, which in each case shall be on terms and conditions that are no less more favorable to the Selling Preferred Shareholder as such purchaser or transferee than those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder materially different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Preferred Restricted Shares by the Selling Preferred Shareholder, shall again be subject to the right Right of first offer of the First Refusal and Co-Sale Right Holders provided under Sections 4.3 and the tag-along right of the Preferred Holders 4.4 hereunder and shall require compliance by the Selling Preferred Shareholder with the procedures described in this Section 4.2under such Sections.

Appears in 1 contract

Samples: Shareholders Agreement (17 Education & Technology Group Inc.)

Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase, or to participate in the sale of, the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to in accordance with the provisions of this Section 4.2Agreement, as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, Notice conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the Transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in Section 4.3 and Section 4.4 of this Section 4.2Agreement.

Appears in 1 contract

Samples: Series B1 Preferred Share Subscription Agreement (Le Gaga Holdings LTD)

Right to Transfer. To the extent the Right Preferred Holders have and/or the other Ordinary Holders do not elected elect to purchase purchase, or to participate in the sale of, the Restricted Shares or Preferred Offered Preferred Shares subject to the Preferred Transfer Notice pursuant to in accordance with the provisions of this Section 4.2Agreement as the case may be, the Selling Shareholder or Selling Preferred Shareholder Holder may, subject to the tag-along right of the Preferred Holders as set forth in Section 4.3 below, not later than one hundred and twenty (120) days following delivery to the Company Company, each of the other Ordinary Holders and each Right Holder of the Preferred Holders of the Transfer Notice, conclude a transfer of the Restricted Shares or Preferred Offered Preferred Shares covered by the Preferred Transfer Notice and not elected to be purchased by the Right Preferred Holders and/or the other Ordinary Holders, which in each case shall be on the same terms and conditions that are no less favorable to the Selling Preferred Shareholder as those described in the Preferred Transfer Notice. Any proposed transfer on terms and conditions which are less favorable to the Selling Preferred Shareholder different from those described in the Preferred Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the Selling Shareholder or any Preferred Offered Shares by the Selling Preferred ShareholderHolder (including any transfer to the transferee(s) specified in the Transfer Notice that has not been completed within one hundred and twenty (120) days following delivery of the Transfer Notice), shall again be subject to the right of first offer of the Right Holders refusal and the tagco-along sale right of the Preferred Holders and, if applicable, the other Ordinary Holders and shall require compliance by the Selling Shareholder or the Selling Preferred Shareholder Holder with the procedures described in Section 4.3 and Section 4.4 of this Section 4.2Agreement.

Appears in 1 contract

Samples: Shareholders’ Agreement (Le Gaga Holdings LTD)

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