Common use of RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL Clause in Contracts

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as otherwise expressly permitted in this Agreement: (a) no Party shall, at any time during the course of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same; (b) the Offer shall set forth: (i) the Ownership Interest offered for sale; (ii) the consideration therefor expressed only in lawful money of Canada; (iii) the terms and conditions of the sale; and (iv) that the Offer is open for acceptance for a period of sixty days after receipt of such Offer by the Others; (c) any of the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld. 7.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as Prior to the fifth anniversary of the date hereof (the "Expiration Date"), Parent shall not directly or indirectly, by operation of law or otherwise, sell, assign, pledge, or otherwise expressly permitted in this Agreement: dispose of or transfer any Option Shares, other than (a) no Party shallto Company, at (b) to an affiliate or subsidiary of Parent, (c) pursuant to a Permitted Offering (as defined above), (d) in "broker's transactions" or to a "market maker", as such terms are defined in Rule 144 under the Securities Act, (e) to secure loans to Parent or guarantees of loans to any affiliate of Parent, or (f) in accordance with this Section 9. At any time during after the course first occurrence of this Agreementan Exercise Event and prior to the fifth anniversary of the date hereof, if Parent shall desire to sell, assign, transfer or otherwise dispose of all or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party the Option Shares acquired pursuant to this Agreement, other than as permitted by clauses (a) through (e) of the "Offeror"preceding sentence, it shall give Company written notice of the proposed transaction, identifying the proposed transferee and setting forth the terms of the proposed transaction. Such notice shall be deemed an offer by Parent to Company to purchase all, but not less than all of the Option Shares covered by such notice, which may be accepted within five (5) first offers by notice in writing (business days of receipt, on the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same; (b) the Offer shall set forth: (i) the Ownership Interest offered for sale; (ii) the consideration therefor expressed only in lawful money of Canada; (iii) the same terms and conditions and at the same price at which Parent is proposing to transfer such Option Shares to such transferee. The purchase of any such shares by Company shall be settled within five (5) business days of the sale; and (iv) that date of the Offer is open for acceptance for a period of sixty days after receipt the offer and the purchase price shall be paid in immediately available funds. In the event of the failure or refusal of Company to purchase all the Option Shares covered by Parent's notice, Parent may sell all, but not less than all, of such Offer by Option Shares to the Others; proposed transferee at no less than the price specified and on terms no more favorable to the transferee than those set forth in Parent's notice to Company, provided that such sale must be completed within ninety (c90) any days of the Others may accept such Offer and receipt by such acceptance specify Company of Parent's notice of its proposed transfer. In addition, prior to any additional portion transfer of Option Shares by Parent, other than any transfer to Company or a transfer pursuant to Section 6 hereof, Parent shall, if requested by Company, deliver to Company a written opinion of counsel reasonably satisfactory to Company to the Ownership Interest offered for sale effect that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheldeffected without registration under the Securities Act and any applicable state securities laws. 7.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 6.01 Except as otherwise expressly permitted in this Agreement: (a) no Party shall, at any time during the course of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same; (b) the Offer shall set forth: (i) the Ownership Interest offered for sale; (ii) the consideration therefor expressed only in lawful money of Canada; (iii) the terms and conditions of the sale; and (iv) that the Offer is open for acceptance for a period of sixty days after receipt of such Offer by the Others; (c) any of the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 6.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld. 7.03 6.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as otherwise expressly permitted in this Agreement: (a) no Party shallIf any Stockholder (the “Offering Stockholder”) shall at any time propose to make a Transfer of any or all of its Shares other than a Permitted Transfer, the Offering Stockholder shall first make a written offer (an “Offer”) to sell such Shares to the Company and to the other Holders on the same terms. The Offer shall state (i) the name of the proposed third-party transferee (the “Purchaser”), (ii) the number of Shares proposed to be transferred and the purchase price and payment terms for the offered Shares, and (iii) all other terms and conditions of the proposed Transfer (which shall be based upon bona fide good faith terms and conditions). The terms of the proposed Transfer shall be of a conventional nature and shall not include value for personal services or other unique consideration which would be difficult for the Company and the other Holders to duplicate. In addition, the Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the offered Shares) to be provided by the Purchaser for any deferred portion of the purchase price. (b) The Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 p.m. (local time at the Company’s principal office) on the 60th day following the date of delivery of the Offer to the Company and the other Holders (or if delivery of the Offer is not made to all such Persons on the same day, on the 60th day following the latest date of delivery of the Offer to any such Person). (c) Subject to the consent rights set forth in Section 12(a) and in the Certificate of Designations of the Series A Preferred Stock, at any time during the course first 30 days of the Offer Period, the Company may accept the Offer in its entirety by giving written notice to all Holders of its decision to accept the Offer. If the Company does not accept the Offer as to all of the offered Shares within such 30-day period, the Company shall promptly give all Holders written notice of its failure to accept the Offer and, regardless of whether such notice is given by the Company, any Holder (other than the Offering Stockholder) may accept the Offer as to its Pro Rata Portion of the offered Shares, by giving written notice of such acceptance to the Offering Stockholder on or before the expiration of the Offer Period. In addition, any Holder may indicate in its notice a desire to purchase a greater number of Shares in the event one or more other Holders fails or chooses not to exercise its option to purchase, and such additional Shares shall be allocated among the Holders who have indicated a desire to purchase a greater number of Shares on a pro rata basis or any other basis mutually acceptable to such Holders. In the event that the Holders accepting the Offer, in the aggregate, accept the Offer with respect to all of the offered Shares, the Offer shall be deemed to be accepted. If neither the Company nor the Holders accept the Offer as to all of the offered Shares during the Offer Period, the Offer shall be deemed to be rejected in its entirety. (d) In the event that the Offer is accepted, the closing of the Transfer of the offered Shares shall take place within 30 days after the Offer is accepted or, if later, the date of closing set forth in the Offer. The Offering Stockholder, the Company and the electing Holders, if applicable, shall execute such documents and instruments as may be necessary or appropriate to effect the Transfer of the offered Shares pursuant to the terms of the Offer and this Section 2. (e) If the Offer is not accepted in the manner provided hereinabove, the Offering Stockholder may transfer the offered Shares to the Purchaser specified in the Offer at any time within 60 days after the last day of the Offer Period, provided that such transfer shall be made on terms no more favorable to the Purchaser than the terms contained in the Offer and provided further that the Purchaser agrees to be bound by the terms and provisions of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless . In the event that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata offered Shares are not transferred in accordance with their Ownership Interest the prior right terms of the preceding sentence, the offered Shares shall again become subject to purchase, receive or otherwise acquire all of the same;conditions and restrictions of this Section 2. (bf) Notwithstanding anything herein to the Offer contrary, no Transfer, including a Permitted Transfer, shall set forthbe permitted unless and until the following conditions are satisfied; provided, however, that any such conditions may be waived in writing by the Board: (i) Except in the Ownership Interest offered case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the reasonable opinion of counsel to the Company to effect such Transfer, or in the case of a Transfer of Warrants, as provided in the Warrants. In the case of a Transfer involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance reasonably satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for sale;all costs and expenses that it reasonably incurs in connection with such Transfer. (ii) The transferor and transferee shall furnish the consideration therefor expressed only in lawful money Company with the transferee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal, state, and local tax returns and other legally required information statements or returns. Without limiting the generality of Canada;the foregoing, the Company shall not be required to make any dividends or other distributions with respect to any transferred Shares until it has received such information. (iii) The transferee shall execute and deliver to the terms Company a counterpart of this Agreement or other writing reasonably satisfactory to the Company evidencing that the transferee has become a party to this Agreement and conditions that the Shares or Warrants owned by the transferee are subject to the applicable restrictions of the sale; andthis Agreement. (iv) Except in the case of a Transfer of Shares or Warrants involuntarily by operation of law, either (x) such Shares or Warrants shall be registered under the Securities Act, and any applicable state securities laws or (y) the transferor shall provide an opinion of counsel, at transferor’s expense, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Offer is open for acceptance for a period transfer of sixty days after receipt securities. (g) Any Transfer made or purported to be made in contravention of such Offer this Section 2 shall be void and of no force or effect and shall not be recognized by the Others;Company. (ch) any The Transfer of Warrants shall be subject to the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase transfer restrictions set forth in the event that any Warrants and Sections 2(f) and 2(g) of the Others fail this Agreement but shall not be subject to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (eSections 2(a) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (fthrough 2(e) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld. 7.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 6.01 Except as otherwise expressly permitted in this Agreement: (a) no Party shall, at any time during the course of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same; (b) the Offer shall set forth: (i) the Ownership Interest offered for sale; (ii) the consideration therefor expressed only in lawful money of Canada; (iii) the terms and conditions of the sale; and (iv) that the Offer is open for acceptance for a period of sixty days after receipt of such Offer by the Others; (c) any of the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 6.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld. 7.03 6.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as otherwise expressly permitted in this Agreement: (a) no Party shall, at any time during the course of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same; (b) the Offer shall set forth: (i) the Ownership Interest offered for sale; (ii) the consideration therefor expressed only in lawful money of CanadaUS Dollars; (iii) the terms and conditions of the sale; and (iv) that the Offer is open for acceptance for a period of sixty days after receipt of such Offer by the Others; (c) any of the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available; (d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time; (e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and (f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition. 7.02 Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld. 7.03 Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Operations Loan.