Common use of Failure of Exercise Clause in Contracts

Failure of Exercise. If the CORPORATION fails to purchase all of the TRANSFER SHARES in the time period contemplated above, the CORPORATION shall have no right to purchase any of the TRANSFER SHARES and the HOLDER may, not later than 120 days following delivery to the CORPORATION of the TRANSFER NOTICE, conclude a transfer to the PROPOSED TRANSFEREE of the TRANSFER SHARES on the terms and conditions described in the TRANSFER NOTICE. Any proposed transfer on terms and conditions different from those described in the TRANSFER NOTICE, as well as any subsequent proposed transfer by the HOLDER or the PROPOSED TRANSFEREE, shall again be subject to the RIGHT OF FIRST REFUSAL.