Common use of Forfeiture of Rights Clause in Contracts

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding If (i) all Investors fail to deliver an Investor Notice prior to the foregoing, if end of the Investor Notice Period or (ii) the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Secondary Notices is less than the total number of shares of Transfer StockStock initially offered, then the Company and the Investors shall be deemed to have forfeited any right to purchase such remaining Transfer Stock, and the selling Key Holder Transferring Investor shall be free to sell all, but not less than all, all or a portion of the such remaining Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable to a prospective purchaser than) the terms and conditions set forth in the Proposed Transfer Notice, except that the purchase price for such Transfer Stock may be lower but not less than 90% of the purchase price for such Transfer Stock set forth in the Proposed Transfer Notice. Notwithstanding the foregoing, it being is understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b5.8(c); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) 90 days after receipt of the Proposed Transfer Notice by the Company Investors and, if such sale is not consummated within such forty90-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that that: (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Shares that the Company and the Investors Shareholders have agreed to purchase in pursuant to the Company Noticeexercise of the Right of First Refusal and the Secondary Refusal Right, Investor Notices and Undersubscription Notices respectively, is less than the total number of shares of Transfer StockShares subject to the Proposed Transfer, then the Company and the Investors Shareholders shall be deemed to have forfeited any right to purchase such Transfer StockShares, and the selling Key Holder Shareholder shall be free to sell all, but not less than all, of the Transfer Stock such Shares to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable to the Proposed Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 and 6.9(b)this Section 4; (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 24; and (iii) such sale shall be consummated within forty-five ninety (4590) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five ninety (4590) day period, such sale shall again become subject to the Right of First Refusal and the Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Shares that the Company and the Investors Major Shareholders have agreed to purchase in the Company Notice, Investor Shareholder Notices and Undersubscription Notices is less than the total number of shares of Transfer StockShares, then the Company and the Investors Major Shareholders shall be deemed to have forfeited any right to purchase such Transfer StockShares, and the selling Key Holder Selling Shareholder shall be free to sell all, but not less than all, of the Transfer Stock Shares to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable favourable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, including the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b6.10(b); (ii) any future Proposed Key Holder Shareholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) 60 days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) 60 day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder stockholder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Offered Shares that the Company and the Investors Remaining Major Stockholders have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer StockOffered Shares, then the Company and the Investors Remaining Major Stockholders shall be deemed to have forfeited any right to purchase such Transfer StockOffered Shares, and the selling Key Holder Transferring Stockholder shall be free to sell all, but not less than all, of the Transfer Stock Offered Shares to the Prospective Transferee a bona fide third party on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 and 6.9(b)Section 3.2; (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, Agreement including this Section 23; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors and/or Key Holders have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors and the Key Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder or selling Investor shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b5.8(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal Offer and Secondary Refusal Offer Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b6.8(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Major Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Major Investors shall be deemed to have forfeited any right to purchase such the remaining unsubscribed Transfer Stock, and the selling Key Holder Transferring Stockholder shall be free to sell all, but not less than all, of the such remaining unsubscribed Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) to the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 Sections 3.2 and 6.9(b)6.8; (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 23; and (iii) such sale shall be consummated within forty-five sixty (4560) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five sixty (45) day 60)-day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors Rights Holders have agreed to purchase in the Company Notice, Investor Rights Holder Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors Rights Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Restricted Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 9.2 and 6.9(b)11.1; (ii) any future Proposed Key Restricted Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 29; and (iii) such sale shall be consummated within forty-five sixty (4560) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five sixty (4560) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder Stockholder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 Sections 1.2 and 6.9(b6.8(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 21.1; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal Company’s and Secondary Refusal Right on the terms Investors’ refusal rights set forth hereinin this Section 1.1.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have has agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices Notice is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors Investor(s) have agreed to purchase in the Company Notice, Investor Notices and Company Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors Investor(s) shall be deemed to have forfeited any right to purchase such Transfer Stock, Stock with respect to such proposed transfer only and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal, Secondary Refusal Right and Secondary Primary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and Section 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors Existing Holders have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors Existing Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Selling Existing Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee (except in the case of a sale on an established market) on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Major Investors have agreed to purchase in the Company Notice, Major Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Major Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder Common Investor shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b11.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Major Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b); (ii) any future Proposed Key Major Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that If the Company and the Investors have agreed to purchase in does not deliver the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder Investor shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event not more favorable to the Prospective Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to compliance with (A) Applicable Law and the rules of the applicable stock exchange on which any of shares of the Capital Stock are listed and (B) the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Investor Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed do not agree to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than Transfer Stock subject to the total number of shares of Proposed Transfer StockNotice (the “Unpurchased Shares”), then the Company and the Investors shall be deemed to have forfeited any right to purchase such the Unpurchased Shares of the Transfer Stock, and the selling Key transferring Non-Investor Holder shall be free to sell all, but not less than all, of the Transfer Stock Unpurchased Shares to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, the terms and restrictions set forth in Subsections limitation Section 2.2 and 6.9(bSection 10.7(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Shares that the Company and the Investors have has agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices Notice is less than the total number of shares of Transfer StockShares proposed to be transferred, then the Company and the Investors shall be deemed to have forfeited any right to purchase such remaining Transfer StockShares, and the selling Key Holder shall be free to sell all, but such Transfer Shares not less than all, of purchased by the Transfer Stock Company to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable to the Prospective Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 23; and (iii) such sale shall be consummated within fortyseventy-five (4575) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such fortyseventy-five Shareholders’ Agreement 11 Confidential (4575) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Shares that the Company and the Investors have has agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices Notice is less than the total number of shares of Transfer StockShares proposed to be transferred, then the Company and the Investors shall be deemed to have forfeited any right to purchase such remaining Transfer StockShares, and the selling Key Holder shall be free to sell all, but such Transfer Shares not less than all, of purchased by the Transfer Stock Company to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable to the Prospective Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 23; and (iii) such sale shall be consummated within fortyseventy-five (4575) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such fortyseventy-five (4575) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices Notices, and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that that: (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b5.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Units that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer StockUnits, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer StockUnits, and the selling Key Holder Investor shall be free to sell all, but not less than all, of the Transfer Stock Units to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Investor Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) 45 days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) 45 day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Major Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Major Investors shall be deemed to have forfeited any right to purchase such the remaining unsubscribed Transfer Stock, and the selling Key Holder Stockholder shall be free to sell all, but not less than all, of the such remaining unsubscribed Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) to the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 Sections 3.2 and 6.9(b)6.9; (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 23; and (iii) such sale shall be consummated within forty-five sixty (4560) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five sixty (45) day 60)-day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Major Investors have agreed to purchase in the Company Notice, Major Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Major Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding If the foregoing, if Company fails to agree in the Company Exercise Notice to purchase the total number of shares amount of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stockaccordance with this Section 2(a), then the Company and the Investors shall be deemed to have forfeited any right to purchase any such Transfer Stock, and the selling Key Holder Stockholder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (iA) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 Section 10(i)(ii) and 6.9(bSection 10(j); (iiB) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iiiC) such sale shall be consummated within forty-five (45I) 120 days after receipt delivery of the Proposed Transfer Notice by if the Company applicable purchase price for the Transfer Stock is $10,000,000 or more, or (II) 60 days after delivery of the Proposed Transfer Notice if the applicable purchase price for the Transfer Stock is less than $10,000,000 (as applicable, the “Post-ROFO Sale Date”), and, if such sale is not consummated within such fortyby the applicable Post-five (45) day periodROFO Sale Date, such sale Proposed Transfer shall again become subject to the Right of First Refusal and Secondary Refusal Right Offer on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have Investor has agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices Notice is less than the total number of shares of Transfer Stock, then the Company and the Investors Investor shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b5.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company Investor and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company Non-Selling Stockholders and the Investors Company have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices pursuant to this section is less than the total number of shares of Transfer Stock (such difference is the "Remaining Transfer Stock"), then the Company and the Investors Non- Selling Stockholders shall be deemed to have forfeited any right to purchase such the Remaining Transfer Stock, and the selling Key Holder Selling Stockholder shall be free to sell all, but not less than all, of the Remaining Transfer Stock to the Prospective Transferee Transferee(s) on terms and conditions substantially similar to (and in no event more favorable to the Prospective Transferee(s) than) the terms and conditions set forth in the applicable Proposed Transfer Notice, it being understood and agreed that that: (i) any such sale or transfer to a Prospective Transferees shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b5.9(b); (ii) any future Proposed Key Holder Stockholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2section and the Right of First Refusal; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock Shares that TomoTherapy, the Company and the Investors Shareholders (other than TomoTherapy) have agreed to purchase in pursuant to the Company Noticeexercise of the Right of First Refusal, Investor Notices the Secondary Refusal Right and Undersubscription Notices the Tertiary Refusal Right, respectively, is less than the total number of shares of Transfer StockShares subject to the Proposed Transfer, then TomoTherapy, the Company and the Investors Shareholders (other than TomoTherapy) shall be deemed to have forfeited any right to purchase such Transfer StockShares, and the selling Key Holder Shareholder shall be free to sell all, but not less than all, of the Transfer Stock such Shares to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable to the Proposed Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 and 6.9(b)this Section 4; (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 24; and (iii) such sale shall be consummated within forty-five ninety (4590) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five ninety (4590) day period, such sale shall again become subject to the Right of First Refusal, the Secondary Refusal Right and Secondary the Tertiary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Significant Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Significant Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder Investor shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b5.9(b); (ii) any future Proposed Key Holder Investor Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company Company, the Investors and the Investors non-selling Major Holders have agreed to purchase in the Company Notice, Investor Notices, Major Holder Notices and Undersubscription Notices is less than 90% of the total number of shares of Transfer Stock, then the Company Company, the Investors and the Investors non-selling Major Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, including without limitation, limitation the terms and restrictions set forth in Subsections Sections 2.2 and 6.9(b6.8(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) 90 days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty90-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number Company Right of shares of Transfer Stock that the Company First Refusal and the Investors have agreed to purchase Stockholder Secondary Refusal Right are not exercised in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stockfull, then the Company and the Investors Stockholders shall be deemed to have forfeited any right all rights to purchase such any Transfer StockStock for that Proposed Stockholder Transfer, and the selling Key Holder Stockholder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Stockholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within fortyseventy-five (4575) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such fortyseventy-five (4575) day period, such sale subsequent sales shall again become be subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that If the Company and the Investors have agreed to purchase in does not deliver the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Key Holder Investor shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event not more favorable to the Prospective Transferee than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to compliance with (A) Applicable Law and the rules of the TSXV and any other applicable stock exchange on which any of shares of the Capital Stock are listed and (B) the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Investor Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have NXXX has agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices NICK ROFR Notice is less than the total number of shares of Transfer StockStock set forth in the Proposed Transfer Notice, then the Company and the Investors NICK shall be deemed to have forfeited any right to purchase any of such Transfer StockStock set forth in the Proposed Transfer Notice, and the selling Key Holder MX Xxxxxx shall be free to sell all, but not less than all, of the Transfer Stock set forth in the Proposed Transfer Notice to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(bSection 9.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) 45 days after receipt of the Proposed Transfer Notice by the Company NXXX and, if such sale is not consummated within such forty45-five (45) day period, such sale shall again become subject to the NICK Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Investor or selling Key Holder Holder, as applicable, shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Key Holder Stockholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.