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

Xxxxxx’s Right to Transfer. If any of the Shares proposed in the Transfer 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 Section ‎14 and (B) approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to the applicable Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Transfer Notice; provided that any such sale or other transfer is also effected in accordance with the Company’s Bylaws and any applicable laws and the Proposed Transferee agrees in writing that the Company’s Bylaws and the provisions of this Agreement, including 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 Transfer 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 Transfer 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.

Xxxxxx’s Right to Transfer. If any of the Shares proposed in the Transfer 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 Section ‎14 3(a) and (B) approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such unpurchased Shares to the applicable Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Transfer Notice; Notice and provided further that any such sale or other transfer is also effected in accordance with [the transfer restrictions set forth in the [Company’s Bylaws and Bylaws] AND/OR [, the Plan] and] any applicable laws Applicable Laws and the Proposed Transferee agrees in writing that the Company’s Bylaws and the provisions of this Agreement, including Section ‎8, 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 lawsApplicable Laws. If the Shares described in the Transfer 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 Transfer 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.

Xxxxxx’s Right to Transfer. If any of the Shares proposed in the Transfer 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 Section ‎14 and (B) approved by the Company to be sold or transferred3(b), then the Holder may sell or otherwise transfer any such unpurchased Shares to the applicable Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Transfer Notice; Notice and provided further that any such sale or other transfer is also effected in accordance with [the transfer restrictions set forth in the Company’s Bylaws and and] any applicable securities laws and the Proposed Transferee agrees in writing that the Company’s Bylaws and the provisions of this Agreement, including Section ‎8, 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 Transfer 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 Transfer 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 RefusalRefusal before any Shares held by the Holder may be sold or otherwise transferred.

Xxxxxx’s Right to Transfer. If any of the Shares proposed in the Transfer 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 Section ‎14 3(b) and (B) approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such unpurchased Shares to the applicable Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Transfer Notice; Notice and provided further that any such sale or other transfer is also effected in accordance with [the transfer restrictions set forth in the [Company’s Bylaws and Bylaws] AND/OR [, the Plan] and] any applicable laws Applicable Laws and the Proposed Transferee agrees in writing that the Company’s Bylaws and the provisions of this Agreement, including Section ‎8, 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 lawsApplicable Laws. If the Shares described in the Transfer 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 Transfer 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.

Xxxxxx’s Right to Transfer. If any all of the Shares proposed in the Transfer 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 Section ‎14 and (B) approved by the Company to be sold or transferredSection, 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 any Transfer such Shares to the applicable that Proposed Transferee at the Transfer Purchase Offered Price or at a higher price, provided that such sale or other transfer Transfer is consummated within 120 one hundred twenty (120) days after the date of the Transfer Notice; Notice and provided further that any such sale or other transfer Transfer is also effected in accordance with the Company’s Bylaws and any applicable securities laws and the Proposed Transferee agrees in writing that the Company’s Bylaws and to the provisions of this Agreement, including Section ‎8, and 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 Transfer 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 Transfer 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 RefusalRefusal 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.