Common use of Rights of First Offer upon Involuntary Transfer Clause in Contracts

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "Transferred Shares") owned by any Stockholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT Rightholder" and collectively, the "IT Rightholders") shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section 3.1 except that (i) the time periods shall run from the date of agreement as to the purchase price applicable to such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary Transferee") rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred Shares, as the case may be; provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT Rightholder" and collectively, the "IT Rightholders") shall have the same rights as specified in Sections 3.1(a), Section 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer Transfer by a Selling Stockholder and shall be governed by Section 3.1 except that (i) the time periods shall run from the date of agreement as to receipt by the purchase price applicable to such Company of actual notice of the Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b)Transfer, (ii) such rights shall be exercised by notice to the transferee Transferee of such Transferred Shares (the "“Involuntary Transferee"”) rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred Shares, as the case may beCompany; provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof fair market value of such Transferred Shares as finally determined in accordance with Section 3.2(b) (the “Fair Value”).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "Transferred Shares") owned by any Stockholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) and the Company (for the purpose of Section 3.2, each, a an "IT Rightholder" and collectively, the "IT Rightholders") shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section 3.1 except that (i) the time periods shall run from the later of the date of agreement as to the purchase price applicable to such Involuntary Transfer Transferred Shares or with written determination of Fair Value in accordance with Section 3.2(b), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary Transferee") rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred SharesShares and/or the Company, as the case may be; provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "Transferred SharesTRANSFERRED SHARES") owned by any Stockholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) and the Company (for the purpose of Section 3.2, each, a an "IT RightholderRIGHTHOLDER" and collectively, the "IT RightholdersRIGHTHOLDERS") shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section Section 3.1 except that (i) the time periods shall run from the later of the date of agreement as to the purchase price applicable to such Involuntary Transfer Transferred Shares or with written determination of Fair Value in accordance with Section 3.2(b), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary TransfereeINVOLUNTARY TRANSFEREE") rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred SharesShares and/or the Company, as the case may be; providedPROVIDED, howeverHOWEVER, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "Transferred SharesTRANSFERRED SHARES") owned by any Stockholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT RightholderRIGHTHOLDER" and collectively, the "IT RightholdersRIGHTHOLDERS") shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section Section 3.1 except that (i) the time periods shall run from the date of agreement as to the purchase price applicable to such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary TransfereeINVOLUNTARY TRANSFEREE") rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred Shares, as the case may be; providedPROVIDED, howeverHOWEVER, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "Transferred SharesTRANSFERRED SHARES") owned by any Iguana Stockholder shall occur, then the Company and the Investor Other Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT RightholderRIGHTHOLDER" and collectively, the "IT RightholdersRIGHTHOLDERS") shall have the same rights as specified in Sections 3.1(a), 3.1(bSection 3.1(c) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section Section 3.1 except that (i) the time periods shall run from the date of agreement as receipt by the Company of actual notice of the Involuntary Transfer (and the Company shall immediately give notice to the purchase price applicable to Rightholders of the date of receipt of such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(bnotice), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary TransfereeINVOLUNTARY TRANSFEREE") rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred Shares; PROVIDED, as the case may be; provided, howeverHOWEVER, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder Shareholder shall occur, then the Company and the Investor Stockholders each Shareholder (unless such Stockholder Shareholder is the Stockholder transferring subject of the Transferred Shares) (for the purpose of Section 3.2, each, a "IT Rightholder" and collectively, the "IT Rightholders"Involuntary Transfer) shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, Section 3.1.1 with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section 3.1 3.1, except that (ia) the time periods shall run from the date of agreement as to receipt by the purchase price applicable to such Company or Shareholders of actual notice of the occurrence of the Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b)Transfer, (iib) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "“Involuntary Transferee"”) rather than to the Stockholder Shareholder who suffered or will suffer the Involuntary Transfer and (iiic) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred SharesShareholders desiring to purchase, as the case may bebe (individually and collectively referred to herein as “Purchaser(s)”); provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b)3.2.2. The foregoing right provided in this Section 3.2.1 shall not apply to the Involuntary Transfer of Shares to a Shareholder’s Immediate Family Members upon the death of such Shareholder.

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder Shareholder shall occur, then the Company and the Investor Stockholders each other Shareholder (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, in such capacity, a "IT “Section 3.2 Rightholder" ” and collectively, the "IT “Section 3.2 Rightholders"”) shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder Shareholder and shall be governed by Section 3.1 except that (i) the time periods shall run from the date of agreement as receipt by the Company of actual notice of the Involuntary Transfer (and the Company shall immediately give notice to the purchase price applicable to Section 3.2 Rightholders of the date of receipt of such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(bnotice), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "“Involuntary Transferee"”) rather than to the Stockholder Shareholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Section 3.2 Rightholders purchasing a majority of the Transferred Shares, as the case may be; provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder Shareholder shall occur, then the Company and the Investor Stockholders General Atlantic Shareholders (unless such Stockholder Shareholder is the Stockholder Shareholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT “Rightholder" ” and collectively, the "IT “Rightholders"”) shall have the same rights as specified in Sections 3.1(a), 3.1(b) and 3.1(c), respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder Shareholder and shall be governed by Section 3.1 except that (i) the time periods shall run from the date of agreement as receipt by the Company of actual notice of the Involuntary Transfer (and the Company shall immediately give notice to the purchase price applicable to Rightholders of the date of receipt of such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(bnotice), (ii) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "“Involuntary Transferee"”) rather than to the Stockholder Shareholder who suffered or will suffer the Involuntary Transfer and (iii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or the purchasing IT Rightholders purchasing a majority of the Transferred Shares, as the case may be; provided, however, that if such parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b).

Rights of First Offer upon Involuntary Transfer. If an ----------------------------------------------- Involuntary Transfer of any Shares (the "Transferred Shares") owned by any ------------------ Stockholder shall occur, then the Company Company, the Major Stockholders and the Investor General Atlantic Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT Rightholder" and collectively, the "IT Rightholders") shall have the same rights as specified in Sections 3.1(a), 3.1(b) 3.1.2 and 3.1(c)3.1.3, respectively, with respect to such Transferred Shares as if the Involuntary Transfer had been a proposed voluntary transfer by a Selling Stockholder and shall be governed by Section Section 3.1 except that (ia) the time periods shall run from the date of agreement as to receipt by the purchase price applicable to such Company and the Rightholders of notice of the Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b)Transfer, (iib) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "Involuntary Transferee") rather than to the Stockholder who suffered or will ----------------------- suffer the Involuntary Transfer and (iiic) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/or or the purchasing IT Rightholders purchasing a majority of the Transferred SharesRightholders, as the case may be; provided, however, that if such -------- ------- parties fail to agree as to such purchase price, the purchase price shall be the Fair Value thereof as determined in accordance with Section 3.2(b)3.2.2.