Common use of Restrictions on Transfer and Right of First Refusal Clause in Contracts

Restrictions on Transfer and Right of First Refusal. (a) In the event that the Optionee intends to complete any assignment, sale, pledge, mortgage, hypothecation, encumbrance, disposition or any other transfer of any Option Shares (the “Proposed Transfer”), the Optionee will provide written notice to the Company of such Proposed Transfer, including the identity of the proposed transferee and a description of the consideration to be paid for such transfer. The Optionee shall not complete any Proposed Transfer unless and until it receives the written consent of the Company with respect to such Proposed Transfer, and any such Proposed Transfer completed prior to obtaining such approval shall be void. In addition to the right to consent to such Proposed Transfer, the Company shall have thirty (30) days after delivery of such notice to elect to purchase all of such Option Shares for a price equal to the price to be paid in the Proposed Transfer. In the event that the consideration in the Proposed Transfer includes consideration consisting of property other than cash, the price to be paid by the Company shall be the fair market value of all such consideration (as determined by the Board of Directors in good faith), to be paid in cash. If the Company provides written notice of its election to purchase the Option Shares, the closing of the purchase and sale will take place on a date designated by the Company not later than ten (10) days after the date of the Company’s notice, and the closing shall be held at the Company’s headquarters.