Common use of EFFECT OF NON-EXERCISE OF OPTIONS Clause in Contracts

EFFECT OF NON-EXERCISE OF OPTIONS. If the holders of options granted or arising pursuant to this Agreement do not exercise their options, or such options are forfeited, as provided herein, the person or persons acquiring the Membership Interests (or interest therein) that were the subject of the options shall execute a counterpart of this Agreement and become a party hereto and shall hold such Membership Interests subject to all the terms and conditions provided herein, and any transfer of such Membership Interests (or interest therein) shall only be made in accordance with the terms and conditions provided herein. In the event the person or persons acquiring the Membership Interests (or interest therein) fail to execute a counterpart of this Agreement and become a party hereto, such transfer shall be void and ineffectual, and shall not operate to transfer any interest or title to the purported transferee and such Membership Interests shall thereafter be subject to cancellation and extinguishment by the Company, without consideration therefor. In addition, in the event of a voluntary transfer subject to the provisions of Section 2.1, upon the lapse or forfeiture of the options arising pursuant to that Section, the Member proposing the transfer shall have the right to effectuate the transfer of Membership Interests in accordance with the terms stated in the notice of intent to transfer, and the transferee of such Membership Interests shall execute and become a party to this Agreement and shall hold such Membership Interests subject to all of its terms and conditions. Provided further, however, any such transfer of Membership Interests shall be void and ineffectual, and shall not operate to transfer any interest or title to the purported transferee, if (i) the transfer is not upon the terms or is not to the transferee stated in the notice of intent to transfer, or (ii) the transfer is not closed within 10 days of receipt of written notice of the election not to exercise, or the forfeiture of, all applicable options.

EFFECT OF NON-EXERCISE OF OPTIONS. If the holders of options granted or arising pursuant to this Agreement do not exercise their options, or such options are forfeited, as provided herein, the person or persons acquiring the Membership Interests Shares (or interest therein) that were the subject of the options shall execute a counterpart of this Agreement and become a party hereto and shall hold such Membership Interests Shares subject to all the terms and conditions provided herein, and any transfer of such Membership Interests Shares (or interest therein) shall only be made in accordance with the terms and conditions provided herein. In the event the person or persons acquiring the Membership Interests Shares (or interest therein) fail to execute a counterpart of this Agreement and become a party hereto, such transfer shall be void and ineffectual, ineffectual and shall not operate to transfer any interest or title to the purported transferee transferee, and such Membership Interests Shares shall thereafter be subject to cancellation and extinguishment by the CompanyCorporation, without consideration therefor. In addition, in the event of a voluntary transfer subject to the provisions of Section 2.1Article III hereof, upon the lapse or forfeiture of all the options arising pursuant to that SectionArticle, the Member proposing the transfer transferor shall have the right to effectuate the transfer of Membership Interests Shares in accordance with the terms stated in the notice of intent to transfertransfer or notice of Exercise Event (as applicable), and the transferee of such Membership Interests Shares shall execute and become a party to this Agreement and shall hold such Membership Interests Shares subject to all of its terms and conditions. Provided further, however, any such transfer of Membership Interests Shares shall be void and ineffectual, ineffectual and shall not operate to transfer any interest or title to the purported transferee, if (ia) for voluntary transfers under Section 3.1 hereof, the transfer is not upon the terms or is not to the transferee stated in the notice of intent to transfer, transfer or (iib) for all transfers giving rise to options pursuant hereto, the transfer is not closed within 10 thirty (30) days of receipt of written notice of the election not to exercise, or the forfeiture of, all applicable options; and upon the occurrence of events or conditions described in (a) or (b) the transferor desiring to effect such transfer must again comply with the notice, option and other requirements of this Agreement prior to any transfer of any Shares or interest therein.