Common use of Purchase Option and Shares Transferable Clause in Contracts

Purchase Option and Shares Transferable. (a) Subject to compliance with the terms and conditions of the Shareholders Agreement and this Section 13, this Agreement and all rights hereunder are assignable, in whole or in part, by the Holder. With respect to any assignment of this Agreement or any offer, sale or other disposition of Ordinary Shares acquired pursuant to the exercise of the Purchase Option (or Series A Preferred Shares converted from such Ordinary Shares) prior to registration of such shares, the Holder agrees to give written notice to the Founder prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if reasonably requested by the Founder, to the effect that such assignment or offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any U.S. federal or state or other applicable securities law then in effect) of such shares and indicating whether or not under the Securities Act certificates for such shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Founder, as promptly as practicable, shall notify such Holder that such Holder may assign this Agreement or sell or otherwise dispose of such shares, all in accordance with the terms of the notice delivered to the Founder. If a determination has been made pursuant to this Section 13 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Founder, the Founder shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing the shares transferred in accordance with this Section 13 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Purchase Option and Shares Transferable. (a) Subject to compliance with the terms and conditions of the Shareholders Agreement and this Section 13, this Agreement and all rights hereunder are assignable, in whole or in part, by the Holder. With respect to any assignment of this Agreement or any offer, sale or other disposition of Ordinary Shares acquired pursuant to the exercise of the Purchase Option (or Series A Preferred Shares converted from such Ordinary Shares) prior to registration of such sharesOrdinary Shares, the Holder agrees to give written notice to the Founder Investor prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if reasonably requested by the FounderInvestor, to the effect that such assignment or offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any U.S. federal or state or other applicable securities law then in effect) of such shares the Ordinary Shares and indicating whether or not under the Securities Act certificates for such shares the Ordinary Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the FounderInvestor, as promptly as practicable, shall notify such Holder that such Holder may assign this Agreement or sell or otherwise dispose of such sharesOrdinary Shares, all in accordance with the terms of the notice delivered to the FounderInvestor. If a determination has been made pursuant to this Section 13 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the FounderInvestor, the Founder Investor shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing the shares Ordinary Shares transferred in accordance with this Section 13 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Purchase Option and Shares Transferable. (a) Subject to compliance with the terms and conditions of the Shareholders Agreement and this Section 13, this Agreement and all rights hereunder are assignable, in whole or in part, by the Holder. With respect to any assignment of this Agreement or any offer, sale or other disposition of Ordinary Shares acquired pursuant to the exercise of the Purchase Option (or Series A Preferred Shares converted from such Ordinary Shares) prior to registration of such shares, the Holder agrees to give written notice to the Founder Holdco prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if reasonably requested by the FounderFounder Holdco, to the effect that such assignment or offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any U.S. federal or state or other applicable securities law then in effect) of such shares and indicating whether or not under the Securities Act certificates for such shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the FounderFounder Holdco, as promptly as practicable, shall notify such Holder that such Holder may assign this Agreement or sell or otherwise dispose of such shares, all in accordance with the terms of the notice delivered to the FounderFounder Holdco. If a determination has been made pursuant to this Section 13 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the FounderFounder Holdco, the Founder Holdco shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing the shares transferred in accordance with this Section 13 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.