Common use of Company's Right of First Purchase Clause in Contracts

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. Grantee has the right to assign a portion of the options represented hereby to up to five persons that are non-family members. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as the stock of the class classes subject to this Option theses Options has not been Publicly Traded for at least ninety days, any and stock issued on exercise of this Option these Options shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, or a partnership whose members are turst for the benefits of the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate FamilyFamil, unless such transfer occurs within fifteen days following the expiration expriation of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight Right of first purchase First Purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. Grantee has the right to assign a portion of the options represented hereby to up to five persons that are non family members. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as For such time until the stock of the class subject to this Option has not been Publicly Traded for at least ninety daysIPO Closing, any stock issued on exercise shares of this Option shall Common Stock held by Xxxxxx (including, but not limited to, the New Shares) will be subject to the Company's right of first purchase. By virtue of that right, (a) such stock shares of Common Stock may not be transferred during the Grantee's Xxxxxx'x lifetime to any person other than members of the Grantee's Xxxxxx'x Immediate FamilyFamily (as defined below), a partnership whose members are the Grantee Xxxxxx'x and/or members of the Grantee's Xxxxxx'x Immediate Family, or a trust for the benefit of the Grantee and/ or Xxxxxx and/or members of the Grantee's Xxxxxx'x Immediate Family, unless such transfer occurs within fifteen the 30 days immediately following either (i) the expiration of thirty 30 days after following written notice by Xxxxxx to the Company has been given a written notice which correctly identified identifying the prospective transferee or transferees and which offered offering the Company an the first opportunity to purchase such stock at its Fair Market Value (as defined below) in cash, and such offer was not accepted within thirty days after ; or (ii) the Company's election to not purchase such shares of Common Stock after receipt of that such notice; and (b) upon the Grantee's Xxxxxx'x death, the Company shall will have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight right of first purchase shall will continue to apply to any such stock shares of Common Stock after the transfer during the Grantee's Xxxxxx'x lifetime of that stock such shares of Common Stock to a member of the Grantee's Xxxxxx'x Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock such shares of Common Stock with respect to which the Company expressly waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall will not apply after a transfer of that stock such shares of Common Stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's Xxxxxx'x death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this The Company's right of first purchase shall be appropriately legended to reflect that rightterminate upon the IPO Closing.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, Family unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value fair market value in cash, and such offer was not accepted within thirty days after the Company's receipt of that this notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value fair market value within nine months after the date of death. , This fight right of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family immediate family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. , Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as For such time until the stock date prior to the effective date of the class subject to this Option has not been Publicly Traded for at least ninety daysregistration statement filed in connection with the Company's initial public offering, any stock issued on exercise shares of this Option shall Common Stock held by XxXxxxxx (including, but not limited to, any of the Securities) will be subject to the Company's right of first purchase. By virtue of that right, (a) such stock shares of Common Stock may not be transferred during the Grantee's XxXxxxxx'x lifetime to any person other than members of the Grantee's XxXxxxxx'x Immediate FamilyFamily (as defined below), a partnership whose members are the Grantee XxXxxxxx'x and/or members of the Grantee's XxXxxxxx'x Immediate Family, or a trust for the benefit of the Grantee and/ or XxXxxxxx and/or members of the Grantee's XxXxxxxx'x Immediate Family, unless such transfer occurs within fifteen the 30 days immediately following either (i) the expiration of thirty 30 days after following written notice by XxXxxxxx to the Company has been given a written notice which correctly identified identifying the prospective transferee or transferees and which offered offering the Company an the first opportunity to purchase such stock at its Fair Market Value (as defined below) in cash, and such offer was not accepted within thirty days after ; or (ii) the Company's election to not purchase such shares of Common Stock after receipt of that such notice; and (b) upon the Grantee's XxXxxxxx'x death, the Company shall will have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight right of first purchase shall will continue to apply to any such stock shares of Common Stock after the transfer during the Grantee's XxXxxxxx'x lifetime of that stock such shares of Common Stock to a member of the Grantee's XxXxxxxx'x Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock such shares of Common Stock with respect to which the Company expressly waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall will not apply after a transfer of that stock such shares of Common Stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's XxXxxxxx'x death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this The Company's right of first purchase shall be appropriately legended terminate on the date prior to reflect that rightthe effective date of the registration statement filed in connection with the Company's initial public offering.

Company's Right of First Purchase. While and so long as For such time until the stock IPO Closing, any shares of Common Stock held by Xxxxx (including, but not limited to, any of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall Securities) will be subject to the Company's right of first purchase. By virtue of that right, (a) such stock shares of Common Stock may not be transferred during the GranteeVahan's lifetime to any person other than members of the GranteeVahan's Immediate FamilyFamily (as defined below), a partnership whose members are the Grantee Vahan's and/or members of the GranteeVahan's Immediate Family, or a trust for the benefit of the Grantee and/ or Xxxxx and/or members of the GranteeVahan's Immediate Family, unless such transfer occurs within fifteen the 30 days immediately following either (i) the expiration of thirty 30 days after following written notice by Xxxxx to the Company has been given a written notice which correctly identified identifying the prospective transferee or transferees and which offered offering the Company an the first opportunity to purchase such stock at its Fair Market Value (as defined below) in cash, and such offer was not accepted within thirty days after ; or (ii) the Company's election to not purchase such shares of Common Stock after receipt of that such notice; and (b) upon the GranteeVahan's death, the Company shall will have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight right of first purchase shall will continue to apply to any such stock shares of Common Stock after the transfer during the GranteeVahan's lifetime of that stock such shares of Common Stock to a member of the GranteeVahan's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock such shares of Common Stock with respect to which the Company expressly waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall will not apply after a transfer of that stock such shares of Common Stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the GranteeVahan's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this The Company's right of first purchase shall be appropriately legended to reflect that rightterminate upon the IPO Closing.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. Grantee has the right to assign a portion of the options represented hereby to up to five persons that are non‑family members. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as the stock Any shares of the class subject Common Stock issued pursuant to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this (the "Option Shares") shall be subject to the Company's right of first purchase. purchase (the "Right of First Purchase") as set forth in this Section 5.10. (a) By virtue of that rightthe Right of First Purchase, (a) such stock the Option Shares may not be transferred during the GranteeOptionee's lifetime to any person other than members of the GranteeOptionee's Immediate FamilyFamily (as defined below), a partnership whose members are the Grantee Optionee and/or members of the GranteeOptionee's Immediate Family, or a trust for the benefit of the Grantee and/ or Optionee and/or members of the GranteeOptionee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after (x) the Company has been given a written notice which (i) correctly identified the prospective transferee or transferees and which the other terms and conditions of the proposed transfer (including the price, if any, for the Option Shares being transferred) and (ii) offered the Company an opportunity to purchase such stock Option Shares at its their Fair Market Value in cash, and (y) such offer was not accepted within thirty (30) days after the Company's receipt of that such notice and (z) such transfer occurs within fifteen (15) days following the expiration of thirty (30) days after the Company has received the written notice referred to in clause (x) above upon terms and conditions no more favorable to the prospective transferee than those specified in the notice; and (b) upon the GranteeOptionee's death, the Company shall have the right to purchase all or some of such stock Option Shares at its their Fair Market Value within nine twelve (12) months after the date of death. This fight The Right of first purchase First Purchase shall continue to apply to any such stock Option Shares after the transfer during the GranteeOptionee's lifetime of that stock such Option Shares to a member of the GranteeOptionee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock such Option Shares with respect to which the Company expressly waived its right Right of first purchase First Purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock such Option Shares (i) with respect to which the Company was offered but did not exercise or otherwise expressly waive its right Right of first purchase First Purchase or (ii) more than nine twelve (12) months after the GranteeOptionee's death. The Company may assign all or any portion of its right Right of first purchase to any one or more of its stockholders, or First Purchase to a pension or retirement plan or trust for employees of the Company, who which may then exercise the right Right of First Purchase so assigned. Stock certificates evidencing stock Option Shares subject to this right the Right of first purchase First Purchase shall be appropriately legended to reflect that right. (b) The Right of First Purchase shall terminate as to all Option Shares ninety days after a sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. (c) An individual's "Immediate Family" includes only his or he spouse, parents or other ancestors, and children or other direct descendants of that individual or of his or her spouse (including such ancestors and descendants by adoption), as defined in Rule 16a-1 under the Exchange Act.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's ’s right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's ’s lifetime to any person other than members of the Grantee's ’s Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's ’s Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's ’s Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's ’s receipt of that notice; and (b) upon the Grantee's ’s death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight of first purchase shall continue to apply to any such stock after the transfer during the Grantee's ’s lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any ’s subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's ’s death. Grantee has the right to assign a portion of the options represented hereby to up to five persons that are non-family members. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, Family unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value fair market value in cash, and such offer was not accepted within thirty days after the Company's receipt of that this notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value fair market value within nine months after the date of death. This fight right of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family immediate family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.

Company's Right of First Purchase. While and so long as For such time until the stock IPO Closing, any shares of Common Stock held by Piergentili (including, but not limited to, any of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall Securities) will be subject to the Company's right of first purchase. By virtue of that right, (a) such stock shares of Common Stock may not be transferred during the GranteePiergentili's lifetime to any person other than members of the GranteePiergentili's Immediate FamilyFamily (as defined below), a partnership whose members are the Grantee Piergentili's and/or members of the GranteePiergentili's Immediate Family, or a trust for the benefit of the Grantee and/ or Piergentili and/or members of the GranteePiergentili's Immediate Family, unless such transfer occurs within fifteen the 30 days immediately following either (i) the expiration of thirty 30 days after following written notice by Piergentili to the Company has been given a written notice which correctly identified identifying the prospective transferee or transferees and which offered offering the Company an the first opportunity to purchase such stock at its Fair Market Value (as defined below) in cash, and such offer was not accepted within thirty days after ; or (ii) the Company's election to not purchase such shares of Common Stock after receipt of that such notice; and (b) upon the GranteePiergentili's death, the Company shall will have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight right of first purchase shall will continue to apply to any such stock shares of Common Stock after the transfer during the GranteePiergentili's lifetime of that stock such shares of Common Stock to a member of the GranteePiergentili's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock such shares of Common Stock with respect to which the the Company expressly waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall will not apply after a transfer of that stock such shares of Common Stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the GranteePiergentili's death. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this The Company's right of first purchase shall be appropriately legended to reflect that rightterminate upon the IPO Closing.

Company's Right of First Purchase. While and so long as the stock of the class subject to this Option has not been Publicly Traded for at least ninety days, any stock issued on exercise of this Option shall be subject to the Company's right of first purchase. By virtue of that right, (a) such stock may not be transferred during the Grantee's lifetime to any person other than members of the Grantee's Immediate Family, a partnership whose members are the Grantee and/or members of the Grantee's Immediate Family, or a trust for the benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given a written notice which correctly identified the prospective transferee or transferees and which offered the Company an opportunity to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company's receipt of that notice; and (b) upon the Grantee's death, the Company shall have the right to purchase all or some of such stock at its Fair Market Value within nine months after the date of death. This fight right of first purchase shall continue to apply to any such stock after the transfer during the Grantee's lifetime of that stock to a member of the Grantee's Immediate Family or to a family partnership or trust as aforesaid, and after any transfer of that stock with respect to which the Company waived its right of first purchase without also waiving it as to any subsequent transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not exercise or waive its right of first purchase or more than nine months after the Grantee's death. Grantee has the right to assign a portion of the options represented hereby to up to five persons that are non-family members. The Company may assign all or any portion of its right of first purchase to any one or more of its stockholders, or to a pension or retirement plan or trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this right of first purchase shall be appropriately legended to reflect that right.