Common use of SALE OF OPTION SHARES TO OFFEROR Clause in Contracts

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1590-day option period as set forth in Section 15(a)during which the Company may give the Counter-Notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Transferor shall not sell such Company Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives a written notice to the EmployeeTransferor, within 15 90 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Company Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Company Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Sections 16, 17 and 18 hereof. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1516 and any future proposed transfer must again comply with the provisions set forth herein.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Company may give the counter-notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee Transferor shall not sell such Company Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeeTransferor, within 15 30 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Company Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Agreement. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a17(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1517. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1517.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Company may give the aforesaid counter-notice, sell to the Offerorsell, pursuant to the terms of the bona Fide Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assigneeCompany; providedPROVIDED, howeverHOWEVER, that the Employee Optionee shall not sell such Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the Employee, Optionee within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Option Shares to such the Offeror; , and providedPROVIDED, furtherFURTHER, that prior to the sale of such Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an a bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a11(A), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee Optionee shall not sell such Company Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Company Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1511. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1511.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a16(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Optionee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a17(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee shall not sell such Company Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1517. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1517.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Corporation may give the counter-notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Corporation Option Shares not purchased or agreed to be purchased by the Company Corporation or its assignee; provided, however, that the Employee Transferor shall not sell such Corporation Option Shares to such the Offeror if such the Offeror is a competitor of the Company Corporation and the Company Corporation gives written notice to the EmployeeTransferor, within 15 30 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Corporation Option Shares to such Offeror; and provided, further, that prior to the sale of such Corporation Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company Corporation pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Corporation Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Corporation Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee Participant may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee Participant shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeParticipant, within 15 days of its receipt of the Option Notice, stating that the Employee Participant shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Company may give the counter-notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Transferor shall not sell such Company Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeeTransferor, within 15 30 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Company Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Company Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Agreement. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Company may give the counter-notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Transferor shall not sell such Company Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeeTransferor, within 15 30 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Company Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Company Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the OfferorOptionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assigneeduring the period that is sixty (60) days after the expiration of the thirty (30) day period during which the Company may give the aforesaid counter-notice; provided, however, that the Employee Optionee shall not sell such Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 thirty (30) days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her the Option Shares to such the Offeror; and provided, further, that prior to the sale of such Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Option Shares are not sold pursuant to an a Bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a17(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee shall not sell such Company Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offerorofferor, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1517. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1517.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offerormay sell, pursuant to the terms of the Bona Fide Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assigneefor sixty (60) days after the expiration of the thirty (30) day period during which the Company may give the aforesaid counter-notice; provided, however, that the Employee shall not sell such Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 thirty (30) days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such the Offeror; and provided, further, that prior to the sale of such Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 1517. If any or all of such Option Shares are not sold pursuant to an a Bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1517.

SALE OF OPTION SHARES TO OFFEROR. The Employee Transferor may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a)during which the Company may give the counter-notice, sell to the Offerorsell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Transferor shall not sell such Company Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeeTransferor, within 15 30 days of its receipt of the Option Notice, stating that the Employee Transferor shall not sell his or her such Company Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Company Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Agreement. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.are

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offerormay sell, pursuant to the terms of the Bona Fide Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assigneefor 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the Employee shall not sell such Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such the Offeror; and provided, further, that prior to the sale of such Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Article 17. If any or all of such Option Shares are not sold pursuant to an a Bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15Article 17.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a16(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, ,that the Employee Optionee shall not sell such Company Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offerormay sell, pursuant to the terms of the Bona Fide Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assigneefor 60 days after the expiration of the 30- day period during which the Company may give the aforesaid counter-notice; provided, however, that the Employee shall not sell such Option Shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the Employee, within 15 30 days of its receipt of the Option Notice, stating that the Employee shall not sell his or her Option Shares to such the Offeror; and provided, further, that prior to the sale of such Option Shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees to be subject to the restrictions set forth in this Section 15Article 17. If any or all of such Option Shares are not sold pursuant to an a Bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15Article 17.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 1530-day option period as set forth in Section 15(a), 16(a),2 sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; providedPROVIDED, howeverHOWEVER, that the Employee Optionee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Option Shares to such Offeror; and providedPROVIDED, furtherFURTHER, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1516. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1516.

SALE OF OPTION SHARES TO OFFEROR. The Employee Optionee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a14(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Employee Optionee shall not sell such Option Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the EmployeeOptionee, within 15 30 days of its receipt of the Option Notice, stating that the Employee Optionee shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 1514. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 1514.

SALE OF OPTION SHARES TO OFFEROR. The Employee may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the OfferorPurchaser may sell, pursuant to the terms of the Bona Fide Offer, any or all of such Company Option Shares shares not purchased or agreed to be purchased by the Company or its assigneefor 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; providedPROVIDED, howeverHOWEVER, that the Employee Purchaser shall not sell such Option Shares shares to such the Offeror if such the Offeror is a competitor of the Company and the Company gives written notice to the EmployeePurchaser, within 15 30 days of its receipt of the Option Notice, stating that the Employee Purchaser shall not sell his or her Option Shares shares to such the Offeror; and provided, further, that prior to the sale of such Option Shares shares to an the Offeror, such the Offeror shall execute an agreement with the Company pursuant to which such the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restrictions restriction set forth in this Section 1511. If any or all of such Option Shares shares are not sold pursuant to an a Bona Fide Offer within the time permitted above, the unsold Option Shares shares shall remain subject to the terms of this Section 1511.