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

Rights of First Offer upon Involuntary Transfer. Subject to compliance with applicable law, if an Involuntary Transfer of any Shares (the "Transferred Shares") owned by any Stockholder shall occur, then the ------------------ Company, the Major Stockholders, the General Atlantic Stockholders and the Additional Stockholders (unless such Stockholder is the Involuntary Transferee) (for the purpose of Section 3.3, the "Rightholders") ------------ 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 Transferring Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (a) the time periods shall run from the later of (i) 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) and (ii) the date the purchase price is agreed to pursuant to clause (d) below, (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, (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 (d) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/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 3.3.2 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. Subject to compliance with applicable law, if If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder other than an Eligible Investor shall occur, then the ------------------ Company, the Major Stockholders, the General Atlantic Stockholders Company and the Additional Stockholders (unless other than the Stockholder who suffered or will suffer such Stockholder is the Involuntary Transferee) Transfer (for the purpose of Section 3.33.2, 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 Transfer by a Transferring Selling Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (ai) the time periods shall run from the later of (i) 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) and ), (ii) the date the purchase price is agreed to pursuant to clause (d) below, (b) 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, (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, Transfer and (diii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company 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 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 3.3.2 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 accordingly3.2(b).

Rights of First Offer upon Involuntary Transfer. Subject to compliance with applicable law, if If an Involuntary Transfer of any Shares (the "“Transferred Shares"”) owned by any Stockholder other than an Eligible Investor shall occur, then the ------------------ Company, the Major Stockholders, the General Atlantic Stockholders Company and the Additional Stockholders (unless other than the Stockholder who suffered or will suffer such Stockholder is the Involuntary Transferee) Transfer (for the purpose of Section 3.33.2, 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 Transfer by a Transferring Selling Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (ai) the time periods shall run from the later of (i) 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) and ), (ii) the date the purchase price is agreed to pursuant to clause (d) below, (b) 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, (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, Transfer and (diii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company 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 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 3.3.2 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 accordingly3.2(b).

Rights of First Offer upon Involuntary Transfer. Subject to compliance with applicable law, if If an Involuntary Transfer of any Shares (the "Transferred Shares") owned by any Stockholder other than an Eligible Investor shall occur, then the ------------------ Company, the Major Stockholders, the General Atlantic Stockholders Company and the Additional Stockholders (unless other than the Stockholder who suffered or will suffer such Stockholder is the Involuntary Transferee) Transfer (for the purpose of Section 3.33.2, 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 Transfer by a Transferring Selling Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (ai) the time periods shall run from the later of (i) 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) and ), (ii) the date the purchase price is agreed to pursuant to clause (d) below, (b) 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, (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, Transfer and (diii) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company 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 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 3.3.2 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 accordingly3.2(b).

Rights of First Offer upon Involuntary Transfer. Subject ----------------------------------------------- to compliance with applicable law, if an Involuntary Transfer of any Shares (the "Transferred Shares") owned by any Stockholder shall occur, then the ------------------ Company, the Major Stockholders, the General Atlantic Stockholders and the Additional Stockholders (unless such Stockholder is the Involuntary Transferee) (for the purpose of Section 3.3, the "Rightholders") ------------ 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 Transferring Stockholder and such transfer of the Transferred Shares shall be governed by Section 3.1 except that (a) the time periods shall run from the later of (i) 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) and (ii) the date the purchase price is agreed to pursuant to clause (d) below, (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, (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 (d) the purchase price per Transferred Share shall be agreed upon by the Involuntary Transferee and the Company and/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 3.3.2 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.