Common use of Failure to Exercise; Exercise Clause in Contracts

Failure to Exercise; Exercise. If the Company elects not to or fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)); provided, however, in the event the Transfer

Failure to Exercise; Exercise. If the Company elects not to or fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or ----------------------------- fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)3.2), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)3.2), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First first Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional Additional information as provided in Section 3(b)3.2); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right Fight of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or ----------------------------- fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b3.2)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)3.2), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right Fight of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)3.2); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or ----------------------------- fails to exercise in full the Right of First Refusal within 30 days from the later latter of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or ----------------------------- fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or ----------------------------- fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)3.2), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)3.2), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b)3.2); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or fails to exercise in full the Right of First Refusal within 30 days from the later of the date the Transfer Notice is delivered to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), the Founder may, by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Founder is required to provide additional information as provided in Section 3(b)), conclude a transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal 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 Founder, shall again be subject to the Right of First first Refusal and shall require compliance by the Founder with the procedure described in this Section 3. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional Additional information as provided in Section 3(b)); provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.

Failure to Exercise; Exercise. If the Company elects not to or fails to exercise in full the Right of First Refusal within 30 fifteen (15) days from the later of the date the Transfer Notice is delivered to the Company or 30 fifteen (15) days after the date the transfer Transfer is determined to be bona fide (if the Founder Purchaser is required to provide additional information as provided in Section 3(b)), the Founder Purchaser may, by the later of 60 sixty (60) days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer Transfer is determined to be bona fide (if the Founder Purchaser is required to provide additional information as provided in Section 3(b)), conclude a transfer Transfer of the shares of Stock subject to the Transfer Notice which have not been purchased by the Company pursuant to exercise of the Right of First Refusal on the terms and conditions described in the Transfer Notice. Any proposed transfer Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer Transfer by the FounderPurchaser, shall again be subject to the Right of First Refusal and shall require compliance by the Founder Purchaser with the procedure procedures described in this Section 3. If the Company (or its designee as selected by the Company) exercises the Right of First Refusal, the Company shall give written notice to the Purchaser upon the later of fifteen (15) days of the Transfer Notice or the date of determination that the proposed Transfer is bona fide. Thereafter, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of 60 within fifteen (15) days after the delivery of the Transfer Notice to the Company or 30 days after the date the transfer is determined to be bona fide (if the Purchaser is required to provide additional information as provided in Section 3(b))Company’s notice of exercise; provided, however, in the event the TransferTransfer Notice provides for the payment for the shares of Stock other than in cash, the Company shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.