Common use of Seller's Right to Transfer Clause in Contracts

Seller's Right to Transfer. If the Company or Key Shareholders have not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders pursuant to Section 3 hereof, the Seller may Transfer such portion of the Offered Stock, which the Company and Key Shareholders have not elected to purchase, to any Proposed Transferee named in the Transfer Notice, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Right of Co-Sale as defined in Section 4 hereof; provided further that such Transfer (i) is consummated within ninety (90) days after the end of the Notice Period, (ii) is on terms no more favorable to such Proposed Transferee than the terms proposed in the Transfer Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such ninety (90) day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Seller's Right to Transfer. If the Company or Key Shareholders have not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders pursuant to Section 3 hereof, the Seller may Transfer such portion of the Offered Stock, which the Company and Key Shareholders have not elected to purchase, to any Proposed Transferee named in the Transfer Notice, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Right of Co-Sale as defined in Section 4 hereof; provided further that such Transfer (i) is consummated within ninety (90) days after the end of the Notice Period, (ii) is on terms no more favorable to such Proposed Transferee than the terms proposed in the Transfer Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such ninety (90) day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Seller's Right to Transfer. If the Company or Key Shareholders Investors have not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders Transferred Shares pursuant to this Section 3 hereof3, then the Seller may Transfer such portion of the Offered Stock, which Transferred Shares that the Company and Key Shareholders Investors have not elected to purchase, purchase to any Proposed Transferee named in the Transfer Notice, at the Offered Transferred Price or at a higher price; provided that any such Transfer by a Seller of the Transferred Shares shall still be subject to the Investors’ Right of Co-Sale as defined provided in Section 4 hereof; provided further that any such Transfer (i) is consummated within ninety (90) days after the end of the Notice PeriodCo-Sale Period (as defined hereafter), (ii) is on terms and conditions no more favorable to such the Proposed Transferee than the terms and conditions proposed in the Transfer Notice Notice, and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is Transferred Shares are not so Transferred during such ninety (90) day period, then the Seller may not Transfer any of such Offered Stock Transferred Shares without complying again in full with the provisions of this AgreementSection 3.

Seller's Right to Transfer. If the Company or Key Shareholders and each Eligible Investor have not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders the Eligible Investors pursuant to Section 3 hereof, the Right of First Refusal shall not apply to such Transfer, and the Seller may Transfer such portion of the Offered Stock, Stock which the Company and Key Shareholders the Eligible Investors have not elected to purchase, purchase to any Proposed person named as a purchaser or other Transferee named in the Transfer Notice, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Eligible Investors’ Right of Co-Sale as defined in Section 4 hereof4; provided further that such Transfer (i) is consummated within ninety ten (9010) days after the end of the Notice Subsequent Refusal Period, (ii) is on terms no more favorable to such Proposed Transferee than the terms proposed in the Transfer Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such ninety ten (9010) day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Seller's Right to Transfer. If the Company or Key Shareholders and the ROFR Eligible Investors have not elected to purchase all or any portion of the Offered StockShares, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders pursuant to Section 3 hereof, then the Seller may Transfer such portion of the Offered Stock, Shares which the Company and Key Shareholders and, if applicable, the ROFR Eligible Investors have not elected to purchase, purchase to any Proposed Transferee named in the Transfer Notice, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Co-Sale Eligible Investors’ Right of Co-Sale as defined in Section 4 hereofhereof and the Seller shall not enter into a binding agreement to sell any Offered Shares until all of the provisions of Section 4(a) have been complied with; provided further that any such Transfer (i) is consummated within ninety (90) days after the end of the Notice Initial Refusal Period, (ii) is on terms no more favorable to such the Proposed Transferee than the terms proposed in the Transfer Notice Notice, and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is Shares are not so Transferred during such ninety (90) day period, then the Seller may not Transfer any of such Offered Stock Shares without complying again in full with the provisions of this AgreementSection 3.