Common use of Procedures on Sale of Stock to Third Parties Clause in Contracts

Procedures on Sale of Stock to Third Parties. Except as otherwise expressly provided herein, each Shareholder shall not sell, pledge or otherwise transfer any Common Stock except in accordance with the following procedures: (a) In the event any Shareholder desires to sell, pledge or otherwise transfer any Stock, the following procedures apply: (i) The selling Shareholder shall deliver to the non-selling Shareholders and the Corporation a written notice, which shall be irrevocable for a period of 45 days after delivery, offering all or any portion of the Common Stock owned by the selling Shareholder at the purchase price and on the terms specified in the written notice. The non- selling Shareholders shall have the first right and option, for a period of 30 days after delivery of such written notice, to purchase on a pro rata basis with all other Shareholders so electing, any or all of the shares of Common Stock so offered at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the selling Shareholder within such 30-day period. (ii) In the event the other Shareholders shall fail to accept in whole or part the offer, then upon the earlier of the expiration of such 30-day period or upon the receipt of a written rejection of such offer from all nonselling Shareholders, the Corporation shall have the second right and option, until 15 days after the expiration of the 30-day period, to purchase any shares of Common Stock offered but not purchased by the non-selling Shareholders at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the selling Shareholder within the 15-day period. (iii) If the non-selling Shareholders and the Corporation do not elect to purchase in the aggregate all of the offered Common Stock, then the selling Shareholder may sell all or any part of the remaining Common Stock so offered for sale at a price not less than the price, and on terms not more favorable to the purchaser than the terms, stated in the original written notice of intention to sell, at any time within 120 days after the expiration of the period in which the Corporation could elect to purchase such Common Stock. In the event the remaining Common Stock is not sold by the selling Shareholder during such 120-day period, the right of the selling Shareholder to sell such remaining Common Stock shall expire and the obligations of this Section 3 shall be reinstated. (b) Any proposed sale of Common Stock by a selling Shareholder shall be void unless (i) any purchaser of Stock who is not a Shareholder shall agree in writing to be bound by and comply with the provisions of this Agreement and (ii) the Board of Directors has concluded in good faith that any purchaser of Common Stock pursuant to this Section 3 is not a competitor of the Corporation and that such purchaser's holding Common Stock would not have a material adverse effect on the Corporation's operations or business or its ability to sell its Common Stock in a public offering.

Procedures on Sale of Stock to Third Parties. Except as otherwise expressly provided herein, each Shareholder Stockholder and each member of the Group of a Stockholder hereby agrees that she, he or it shall not sellSell any Stock, pledge or otherwise transfer any Common Stock except in accordance with the following procedures: (a) In the event any Shareholder desires to sell, pledge or otherwise transfer any Stock, the following procedures apply: (i) The selling Shareholder Selling Group shall first deliver to the non-selling Shareholders Corporation and the Corporation Non-Selling Stockholders a written noticenotice (the "Section 3 Offer Notice"), which shall be irrevocable for a period of 45 75 days after deliverydelivery thereof, offering all or any portion part of the Common Stock owned by the selling Shareholder Selling Group at the purchase price and on the terms specified in therein, whereupon the written notice. The non- selling Shareholders Corporation shall have the first right and option, for a period of 30 45 days after the delivery of such written noticethe Section 3 Offer Notice (the "Section 3 Corporation Option Period"), to purchase on a pro rata basis with accept all other Shareholders so electing, or any or all part of the shares of Common Stock so offered at the purchase price and on the terms specified therein, and the Non-Selling Stockholders shall have the right and option, for a period of 30 days after the expiration of the Section 3 Corporation Option Period (the "Section 3 Investor Option Period"), to accept all or part of their respective Proportionate Percentages of the shares of Stock so offered and not accepted by the Corporation at the purchase price and on the terms specified therein, subject to Section 3(d) hereof, and to offer, in any written notice of acceptance, to purchase any of such Stock not accepted by the noticeother Non-Selling Stockholders (in which case such Stock not accepted by the other Non-Selling Stockholders shall be deemed to have been offered to and accepted by the Non-Selling Stockholders which exercised the aforesaid option pro rata in accordance with their respective Proportionate Percentages (computed without including the Non-Selling Stockholders which have not accepted all of their Proportionate Percentages of the Stock not accepted by the Corporation). Such acceptance shall be made by delivering a written notice to the selling Shareholder Selling Group within such 30-day said period. (iib) In Sales of Stock under the event terms of Section 3(a) above shall be made at the other Shareholders shall fail to accept in whole or part the offer, then upon the earlier offices of the expiration of such 30-Corporation on a mutually satisfactory business day period or upon the receipt of a written rejection of such offer from all nonselling Shareholders, the Corporation shall have the second right and option, until 15 within 30 days after the expiration of the 30-day applicable period, . Delivery of certificates or other instruments evidencing such Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor. (c) If effective acceptance shall not be received pursuant to purchase any shares of Common Section 3(a) above with respect to all Stock offered but for sale pursuant to the Section 3 Offer Notice, then the Selling Group may Sell the remaining Stock not purchased by the nonCorporation and/or the Non-selling Shareholders at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the selling Shareholder within the 15-day period. (iii) If the non-selling Shareholders and the Corporation do not elect to purchase in the aggregate all of the offered Common Stock, then the selling Shareholder may sell all or any part of the remaining Common Stock so offered for sale Selling Stockholders at a price not less than the price, and on terms not more favorable to the purchaser thereof than the terms, stated in the original written notice of intention to sell, Section 3 Offer Notice at any time within 120 90 days after the expiration of the period in which the Corporation could elect to purchase such Common Stockoffer required by Section 3(a) above. In the event that the remaining Common Stock is not sold by the selling Shareholder Selling Group during such 12090-day period, the right of the selling Shareholder Selling Group to sell Sell such remaining Common Stock shall expire and the obligations of this Section 3 shall be reinstated; provided, however, that in the event that the Selling Group determines, at any time during such 90-day period, that the sale of all or any part of the remaining Stock on the terms set forth in the Section 3 Offer Notice is impractical, the Selling Group can terminate the offer and reinstate the procedure provided in this Section 3 by delivering a new Section 3 Offer Notice without waiting for the expiration of such 90-day period. (bd) Any proposed sale of Common The Selling Group may specify in the Section 3 Offer Notice that all Stock by a selling Shareholder mentioned therein must be sold, in which case any acceptance received pursuant to Section 3(a) hereof shall be void unless deemed conditioned upon (i) receipt of written notices of acceptance with respect to all Stock mentioned in such Section 3 Offer Notice and/or (ii) the sale of the remaining Stock, if any, pursuant to Section 3(c) above. (e) Anything contained herein to the contrary notwithstanding, any purchaser of Stock pursuant to Section 3 who is not a Shareholder Stockholder shall agree in writing in advance with the parties hereto to be bound by and comply with the all applicable provisions of this Agreement and (ii) the Board shall be deemed to be a Stockholder for all purposes of Directors has concluded in good faith that any purchaser of Common Stock pursuant to this Section 3 is not a competitor of the Corporation and that such purchaser's holding Common Stock would not have a material adverse effect on the Corporation's operations or business or its ability to sell its Common Stock in a public offeringAgreement.

Procedures on Sale of Stock to Third Parties. Except as otherwise expressly provided herein, the Optionee hereby agrees, and each Shareholder member of the Group to which the Optionee belongs shall be deemed to agree, that she, he or it shall not sell, pledge or otherwise transfer Sell any Common Stock Shares except in accordance with the following procedures: (a) In the event any Shareholder desires to sell, pledge or otherwise transfer any Stock, the following procedures apply: (i) The selling Shareholder Selling Group shall first deliver to the non-selling Shareholders and the Corporation Company a written notice, which shall be irrevocable for a period through the date of 45 days after deliverysale set forth in Section 9(c)(iii) below, offering all or any portion part of the Common Stock Shares owned by the selling Shareholder Selling Group at the purchase price and on the terms specified in therein, whereupon the written notice. The non- selling Shareholders Company shall have the first right and option, for a period of 30 days after delivery of such written notice, option to purchase on a pro rata basis with all other Shareholders so electing, or any or all portion of the shares of Common Stock Shares so offered at the purchase price and on the terms specified stated in the notice. Such notice of intention to Sell (such acceptance shall to be made by delivering the delivery of a written notice to the selling Shareholder Selling Group within such the 30-day periodperiod after delivery of the aforesaid notice of intention to sell, which acceptance shall indicate the number of Shares to be purchased). (ii) In the event the other Shareholders shall fail to accept in whole or part the offer, then upon the earlier of the expiration of such 30-day period or upon the receipt of a written rejection of such offer from all nonselling Shareholders, the Corporation The Company shall have the second right and optionto assign its right to purchase Shares pursuant to Section 9(c)(i) above to one or more persons or entities, until 15 including to stockholders of the Company. (iii) Sales of Shares under the terms of Section 9(c)(i) above shall be made at the offices of the Company on a mutually satisfactory business day within 30 days after the expiration of the aforesaid 30-day period, to purchase any shares or on such earlier dates following expiration of Common Stock offered but not purchased the 30-day period in Section 9(c)(i) above as may be agreed upon by the non-selling Shareholders at Company. Delivery of certificates or other instruments evidencing such Shares duly endorsed for transfer to the Company shall be made on such date against payment of the purchase price and on the terms specified in the notice. Such acceptance shall be made therefor by delivering a written notice to the selling Shareholder within the 15-day periodcheck or wire transfer of funds. (iiiiv) If effective acceptance shall not be received pursuant to Section 9(c)(i) above with respect to the non-selling Shareholders and Shares offered for sale pursuant to the Corporation do not elect to purchase in the aggregate all of the offered Common Stockaforesaid written notice, then the selling Shareholder Selling Group may sell Sell all or any part of the remaining Common Stock Shares so offered for sale at a price not less than that the price, and on terms not more favorable to the purchaser thereof, than the terms, stated in the original written notice of intention to sellSell, at any time within 120 90 days after the expiration of the period in which the Corporation could elect offer made pursuant to purchase such Common StockSection 9(c)(i) above. In the event of the remaining Common Stock is Shares are not sold by the selling Shareholder during such 120-day period, the right of the selling Shareholder Selling Group to sell Sell such remaining Common Stock shares shall expire and the obligations of this Section 3 9(c) shall be reinstated; provided, however, that in the event the Selling Group determines, at any time during such 90-day period, the sale of all or any part of the remaining Shares on the terms set forth in the written notice of intention to Sell is impractical, the Selling Group may terminate the offer and reinstate the procedure provided in this Section 9(c) without waiting for the expiration of such 90-day period. (bv) Any proposed sale of Common Stock by a selling Shareholder shall be void unless (i) Notwithstanding anything contained herein to the contrary, any purchaser of Stock who is not a Shareholder Shares shall agree in writing to in advance of any purchase of Shares hereunder that it or he, as the case may be, shall be bound by and comply with the terms and provisions of this Agreement as if such purchaser were the “Optionee” hereunder, and the Shares so purchased shall continue to be subject to repurchase as herein provided. (iivi) Notwithstanding anything contained herein to the Board contrary, the right of Directors has concluded in good faith that any purchaser the Company to purchase Shares owned by the Selling Group pursuant to this Section 9(c) shall terminate effective as of the closing of the Company’s initial public offering of Common Stock pursuant to this Section 3 is not a competitor registration statement filed under the Securities Act of the Corporation and that such purchaser's holding Common Stock would not have a material adverse effect on the Corporation's operations or business or its ability to sell its Common Stock in a public offering1933, as amended.

Procedures on Sale of Stock to Third Parties. Except as otherwise expressly provided herein, the Optionee hereby agrees, and each Shareholder member of the Group to which the Optionee belongs shall be deemed to agree, that she, he or it shall not sell, pledge or otherwise transfer Sell any Common Stock Shares except in accordance with the following procedures: (a) In the event any Shareholder desires to sell, pledge or otherwise transfer any Stock, the following procedures apply: (i) The selling Shareholder Selling Group shall first deliver to the non-selling Shareholders and the Corporation Company a written notice, which shall be irrevocable for a period through the date of 45 days after deliverysale set forth in Section 9(c) (iii) below, offering all or any portion part of the Common Stock owned Shares owed by the selling Shareholder Selling Group at the purchase price and on the terms specified in therein, whereupon the written notice. The non- selling Shareholders Company shall have the first right and option, for a period of 30 days after delivery of such written notice, option to purchase on a pro rata basis with all other Shareholders so electing, or any or all portion of the shares of Common Stock Shares so offered at the purchase price and on the terms specified stated in the notice. Such notice of intention to Sell (such acceptance shall to be made by delivering the delivery of a written notice to the selling Shareholder Selling Group within such the 30-day periodperiod after delivery of the aforesaid notice of intention to Sell, which acceptance shall indicate the number of Shares to be purchased). (ii) In the event the other Shareholders shall fail to accept in whole or part the offer, then upon the earlier of the expiration of such 30-day period or upon the receipt of a written rejection of such offer from all nonselling Shareholders, the Corporation The Company shall have the second right and optionto assign its right to purchase Shares pursuant to Section 9(c) (i) above to one or more persons or entities, until 15 including to stockholders of the Company. (iii) Sales of Shares under the terms of Section 9(c) (i) above shall be made at the offices of the Company on a mutually satisfactory business day within 30 days after the expiration of the aforesaid 30-day period, to purchase any shares or on such earlier dates following expiration of Common Stock offered but not purchased the 30-day period in Section 9(c) (i) above as may be agreed upon by the non-selling Shareholders at Company. Delivery of certificates or other instruments evidencing such Shares duly endorsed for transfer to the Company shall be made on such date against payment of the purchase price and on the terms specified in the notice. Such acceptance shall be made therefor by delivering a written notice to the selling Shareholder within the 15-day periodcheek or wire’ transfer of funds. (iiiiv) If effective acceptance shall not be received pursuant to Section 9(c) (1) above with respect to the non-selling Shareholders and Shares offered for sale pursuant to the Corporation do not elect to purchase in the aggregate all of the offered Common Stockaforesaid written notice, then the selling Shareholder Selling Group may sell Sell all or any part of the remaining Common Stock Shares so offered for sale at a price not less than the price, and on terms not more favorable to the purchaser thereof, than the terms, stated in the original written notice of intention to sellSell, at any time within 120 90 days after the expiration of the period in which the Corporation could elect offer made pursuant to purchase such Common StockSection 9(c) (1) above. In the event the remaining Common Stock is Shares are not sold by the selling Shareholder Selling Group during such 12090-day period, the right of the selling Shareholder Selling Group to sell Sell such remaining Common Stock shares shall expire and the obligations of this Section 3 9(c) shall be reinstated.; provided, however, that in the event the Selling Group determines, at any time during such 90-day period, the sale of all or any part of the remaining Shares on the terms set forth in the written notice of intention to Sell is impractical, the Selling Group may terminate the offer and reinstate the procedure provided in this Section 9(c) without waiting for the expiration of such 90-day (bv) Any proposed sale of Common Stock by a selling Shareholder shall be void unless (i) Notwithstanding anything obtained herein to the contrary, any purchaser of Stock who is not a Shareholder Shares shall agree in writing to in advance of any purchase of Shares hereunder that it or he, as the case may be, shall be bound by and comply with the terms and provisions of this Agreement as if such purchaser were the Optionee hereunder, and the Shares so purchased shall continue to be subject to repurchase as herein provided. (iivi) Notwithstanding anything obtained herein to the Board contrary, the right of Directors has concluded in good faith that any purchaser the Company to purchase Shares owned by the Selling Group pursuant to this Section 9(c) shall terminate effective as of the closing of the Company’s initial public offering of Common Stock pursuant to this Section 3 is not a competitor registration statement filed under the Securities Act of the Corporation and that such purchaser's holding Common Stock would not have a material adverse effect on the Corporation's operations or business or its ability to sell its Common Stock in a public offering1933, as amended.