Common use of Failure to Exercise Right of First Refusal Clause in Contracts

Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the CEO otherwise agree) within the period specified in Section 4.4 above, the CEO may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided the Proposed Transferee is an S-Corp Permitted Transferee, as described in Section 5 (for as long as such Section remains in effect) and such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have the right to demand further assurances from the CEO and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the CEO, shall again be subject to the Right of First Refusal and shall require compliance by the CEO with the procedure described in this Section 4.

Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right right of First Refusal in full (or first refusal with respect to such lesser extent as the Company and the CEO otherwise agree) any share of Preferred Stock within the period specified in Section 4.4 subsection (b)(v) above, and the Company has not given notice to the Executive that the proposed Transfer is not a bona fide Transfer pursuant to subsection (b)(iv) above, the CEO Executive may conclude a transfer Transfer to the Proposed Transferee of the Transfer Shares Preferred Stock on the terms and conditions described in the Transfer Notice, provided the Proposed Transferee is an S-Corp Permitted Transferee, as described in Section 5 (for as long as such Section remains in effect) and such transfer Transfer occurs not later than ninety (90) five days following delivery to after the date the Company has determined not to exercise the right of the Transfer Noticefirst refusal described herein. The Company shall have the right to demand further assurances from the CEO Executive and the Proposed Transferee (in a form satisfactory to the Company) that the transfer Transfer of the Transfer Shares Preferred Stock was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares Preferred Stock shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer Transfer as bona fide. 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 CEOExecutive (or his or her estate or legal representative), shall again be subject to the Right right of First Refusal first refusal and shall require compliance by the CEO Executive with the procedure described in this Section 418.