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 SHARESTransferred Shares") owned by any RAND 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 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 shall occur, then the Company and the Investor Stockholders each Rightholder (unless such Stockholder Rightholder is the Stockholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" and collectively, the "IT RIGHTHOLDERS"Involuntary Transferor) 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 3.1 Stockholder, except that (ia) 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), (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 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; 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)3.2.2.

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "TRANSFERRED SHARES"“Transferred Shares”) owned by any Stockholder other than an Eligible Investor shall occur, then the Company and the Investor Stockholders (unless such Stockholder is other than the Stockholder transferring the Transferred Shares) who suffered or will suffer such Involuntary Transfer (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" “Rightholder” and collectively, the "IT RIGHTHOLDERS"“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 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 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 Transferee of such Transferred Shares (the "INVOLUNTARY TRANSFEREE"“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; PROVIDEDprovided, HOWEVERhowever, that if such parties fail to agree as to such per share purchase priceprice within thirty (30) days after the date on which the Company or the last of the Rightholders exercised its rights under this Section 3.2(a), whichever is later (such period, the “Price Negotiation Period”), the per share 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 Company, the Partners Stockholders, the General Atlantic Stockholders, the Wilsxx Xxxckholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders, the Breax Xxxxxx Xxxckholders, the Manolovici Stockholders, the St. Paul Xxxckholders, the Karmanos Stockholders and the Investor Motorola Stockholders (unless such Stockholder is other than the Stockholder transferring who suffered 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) 4.1.2 and 3.1(c)4.1.3, 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 3.1 4.1 except that (ia) 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), (iib) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "INVOLUNTARY TRANSFEREEInvoluntary Transfer") 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; 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)4.2.2.

Rights of First Offer upon Involuntary Transfer. If an Involuntary Transfer of any Shares (the "TRANSFERRED SHARES"“Transferred Shares”) owned by any Stockholder Shareholder shall occur, then the Company Company, the General Atlantic Shareholders, the Additional Purchaser Shareholders and the Investor Stockholders Major Shareholders (unless such Stockholder Shareholder is the Stockholder Shareholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" “Rightholder” and collectively, the "IT RIGHTHOLDERS"“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"“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; 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 other than an Eligible Investor shall occur, then the Company and the Investor Stockholders (unless such Stockholder is other than the Stockholder transferring the Transferred Shares) who suffered or will suffer such Involuntary Transfer (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 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 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 Transferee of such Transferred Shares (the "INVOLUNTARY TRANSFEREEInvoluntaryTransferee") 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 per share purchase priceprice within thirty (30) days after the date on which the Company or the last of the Rightholders exercised its rights under this Section 3.2(a), whichever is later (such period, the "Price Negotiation Period"), the per share 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 RIGHTHOLDERS-------------- -- 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 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 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 RIGHTHOLDER" and collectively, the "IT RIGHTHOLDERS") 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 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 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"“Transferred Shares”) owned by any Stockholder Selling Shareholder shall occur, then the Company and the Investor Stockholders (unless such Stockholder is the Stockholder transferring the Transferred Shares) Holders (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" “Rightholder” and collectively, the "IT RIGHTHOLDERS"“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 the Selling Stockholder and shall be governed by Section 3.1 Shareholder, 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"“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; 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 Subject ----------------------------------------------- to compliance with applicable law, if an Involuntary Transfer of any Shares (the "TRANSFERRED SHARESTransferred Shares") owned by any Stockholder shall occur, then the Company ------------------ Company, the Major Stockholders, the General Atlantic Stockholders and the Investor Additional Stockholders (unless such Stockholder is the Stockholder transferring the Transferred SharesInvoluntary Transferee) (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" and collectively3.3, the "IT RIGHTHOLDERSRightholders") 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 Transferring Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (ia) the time periods shall run from the later of (i) 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 Rightholders of the date of receipt of such notice) and (ii) the date the purchase price applicable is agreed to such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b)pursuant to clause (d) below, (iib) 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 Transfer, (c) the Involuntary Transferee shall be required to sell to the Company and/or the Rightholders all or any portion of the Transferred Shares which the Company and/or the Rightholders notify such Involuntary Transferee that they wish to purchase, and (iiid) 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 SharesRightholders, as the case may be; PROVIDEDprovided, HOWEVER-------- 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)3.3.2 and provided further that in the event that the Company and/or the -------- ------- Rightholders elect to purchase Shares pursuant to this Section 3.3.1, the Company and/or the Rightholders, as the case may be, shall purchase, in their respective percentages calculated in accordance with Sections 3.1.1 and/or 3.1.2, from the Minor Stockholders any Shares that the Minor Stockholders elect to transfer pursuant to Section 4 of the Minor Stockholders Agreement and pursuant to this Section 3.3.1, and the number of Shares purchased from the Involuntary Transferee shall be reduced accordingly.

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 SHARES"“Transferred Shares”) owned by any Stockholder other than an Eligible Investor shall occur, then the Company and the Investor Stockholders (unless such Stockholder is other than the Stockholder transferring the Transferred Shares) who suffered or will suffer such Involuntary Transfer (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" “Rightholder” and collectively, the "IT RIGHTHOLDERS"“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 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 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 Transferee of such Transferred Shares (the "INVOLUNTARY TRANSFEREE"“InvoluntaryTransferee”) 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 per share purchase priceprice within thirty (30) days after the date on which the Company or the last of the Rightholders exercised its rights under this Section 3.2(a), whichever is later (such period, the “Price Negotiation Period”), the per share 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"“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"“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)”); 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)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 Subject to compliance with applicable law, if an Involuntary Transfer of any Shares (the "TRANSFERRED SHARESTransferred Shares") owned by any Stockholder shall occur, then the Company ------------------ Company, the Major Stockholders, the General Atlantic Stockholders and the Investor Additional Stockholders (unless such Stockholder is the Stockholder transferring the Transferred SharesInvoluntary Transferee) (for the purpose of Section 3.2, each, a "IT RIGHTHOLDER" and collectively3.3, the "IT RIGHTHOLDERSRightholders") ------------ 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 Transferring Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (ia) the time periods shall run from the later of (i) 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 Rightholders of the date of receipt of such notice) and (ii) the date the purchase price applicable is agreed to such Involuntary Transfer with written determination of Fair Value in accordance with Section 3.2(b)pursuant to clause (d) below, (iib) 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 Transfer, (c) the Involuntary Transferee shall be required to sell to the Company and/or the Rightholders all or any portion of the Transferred Shares which the Company and/or the Rightholders notify such Involuntary Transferee that they wish to purchase, and (iiid) 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 SharesRightholders, 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)3.3.2 and provided further that -------- ------- in the event that the Company and/or the Rightholders elect to purchase Shares pursuant to this Section 3.3.1, the Company and/or the Rightholders, as the case may be, shall purchase, in their respective percentages calculated in accordance with Sections 3.1.1 and/or 3.1.2, from the Minor Stockholders any Shares that the Minor Stockholders elect to transfer pursuant to Section 4 of the Minor Stockholders Agreement and pursuant to this Section 3.3.1, and the number of Shares purchased from the Involuntary Transferee shall be reduced accordingly.