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, the Sinton Stockholders and the General Atlantic Stockholders (unless such Stockholder is the Involuntary Transferee) shall have the same rights as specified in Sections 3.1.2 and 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 except that (a) the time periods shall run from the date of 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), (b) 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 (c) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or the purchasing Rightholders, 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 3.2.2.

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 a Clarion Stockholder shall occur, then the Company, the Sinton Stockholders Rightholders and the General Atlantic Stockholders (unless such Stockholder is the Involuntary Transferee) Company shall have the same rights as specified in Sections 3.1.2 3.1(b) and 3.1.33.1(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 Sections 3.1(a), 3.1(b) and 3.1(c), except that (a) the time periods shall run from the date of receipt by the Rightholders and 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)Transfer, (b) such rights shall be exercised by notice to the transferee of such Transferred Shares (the "INVOLUNTARY TRANSFEREE"“Involuntary Transferee”) rather than to the Stockholder who suffered or will suffer the Involuntary Transfer and (c) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or the purchasing Rightholders, 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 Market Value thereof as determined in accordance with Section 3.2.2thereof.

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, the Sinton Stockholders General Atlantic Shareholders, the Additional Purchaser Shareholders and the General Atlantic Stockholders Major Shareholders (unless such Stockholder Shareholder is the Involuntary TransfereeShareholder transferring the Transferred Shares) (for the purpose of Section 3.2, each, a “Rightholder” and collectively, the “Rightholders”) shall have the same rights as specified in Sections 3.1.2 3.1(b) and 3.1.33.1(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 Section 3.1 except that (ai) the time periods shall run from the date of 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), (bii) 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 (ciii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or and/or the purchasing RightholdersRightholders 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 3.2.23.2(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, the Sinton 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 General Atlantic Motorola Stockholders (unless such other than the Stockholder is who suffered the Involuntary TransfereeTransfer) shall have the same rights as specified in Sections 3.1.2 4.1.2 and 3.1.34.1.3, 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 Section 4.1 except that (a) the time periods shall run from the date of 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), (b) 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 (c) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or the purchasing Rightholders, 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 3.2.24.2.2.

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 CompanyOther Stockholders (for the purpose of Section 3.2, each, a "Rightholder" and collectively, the Sinton Stockholders and the General Atlantic Stockholders (unless such Stockholder is the Involuntary Transferee"Rightholders") shall have the same rights as specified in Sections 3.1.2 and 3.1.3, respectively, Section 3.1(c) 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 (ai) the time periods shall run from the date of 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), (bii) 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 (ciii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and purchasing Rightholders purchasing a majority of the Company or the purchasing Rightholders, as the case may beTransferred Shares; 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 3.2.23.2(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, the Sinton Stockholders Company and the General Atlantic Stockholders each Rightholder (unless such Stockholder Rightholder is the Involuntary TransfereeTransferor) shall have the same rights as specified in Sections 3.1.2 and 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 (a) the time periods shall run from the date of 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), (b) 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 (c) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or the purchasing Rightholders, 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 3.2.2.

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 CompanyCompany and the Holders (for the purpose of Section 3.2, each, a “Rightholder” and collectively, the Sinton Stockholders and the General Atlantic Stockholders (unless such Stockholder is the Involuntary Transferee“Rightholders”) shall have the same rights as specified in Sections 3.1.2 3.1(b) and 3.1.33.1(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 (ai) the time periods shall run from the date of 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), (bii) 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 (ciii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company or and/or the purchasing RightholdersRightholders 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 3.2.23.2(b).