Common use of Selling Shareholder’s Right to Transfer Clause in Contracts

Selling Shareholder’s Right to Transfer. If the Right Holders have not elected pursuant to their Secondary Right of First Refusal to purchase all of the Offered Stock not purchased by the Company, then, subject to the Right of Co-Sale, the Selling Shareholder may transfer that portion of the Offered Stock permitted to be sold by the Selling Shareholder to any person named as a Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such transfer (a) is consummated within one hundred twenty (120) days after the date of the Selling Shareholder’s Notice and (b) is in accordance with the terms and conditions of this Agreement. If the Offered Stock is transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock will thereafter hold such Offered Stock free of the Secondary Right of First Refusal, the Right of Co-Sale and all other restrictions imposed by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Selling Shareholder’s Right to Transfer. If the Right Holders Remaining Shareholders have not elected pursuant to their Secondary Shareholders' Right of First Refusal to purchase all of the Offered Stock not purchased by the Company, then, subject to the Right of Co-Sale, the Selling Shareholder may transfer that portion of the Offered Stock permitted to be sold by the Selling Shareholder to any person named as a Proposed Transferee in the Selling Shareholder’s 's Notice, at the Offered Price or at a higher price, provided that such transfer (a) is consummated within one hundred twenty sixty (12060) days after the date of the Selling Shareholder’s 's Notice and (b) is in accordance with the terms and conditions of this Agreement. If the Offered Stock is transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock will (other than as provided as to certain transferees required to become parties hereto as provided in Section 1.6 hereof) thereafter hold such Offered Stock free of the Secondary Shareholders' Right of First Refusal, the Right of Co-Sale and all other restrictions imposed by this Agreement; provided that PROVIDED THAT nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreementany stock purchase agreement. If the Offered Stock is not so transferred during such one hundred twenty sixty (12060) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Selling Shareholder’s Right to Transfer. If the Right Holders have not elected pursuant to their Secondary Right of First Refusal to purchase all of the Offered Stock Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 7, thenthen none of the Offered Shares shall be purchased under this Section 7, subject to the Right of Co-Sale, and the Selling Shareholder may sell or otherwise transfer that portion of the Offered Stock permitted Shares to be sold by the Selling Shareholder to any person named as a that Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within one hundred twenty ninety (12090) days after the date of the Selling Shareholder’s Notice and Notice, (b) is in accordance with all of the terms and conditions of this AgreementAgreement and all other agreements between the Selling Shareholder and the Company and (c) is effected in accordance with all applicable securities laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Stock is Shares described in the Notice are not transferred in accordance with to the terms Proposed Transferee within such period, a new Notice shall be given to the Company, and conditions of this Agreement, then the transferee(s) of Company or its assignees shall again be offered the Offered Stock will thereafter hold such Offered Stock free of the Secondary Right Rights of First Refusal, the Right of Co-Sale and all other restrictions imposed Refusal before any Offered Shares held by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreementmay be sold or otherwise transferred.

Selling Shareholder’s Right to Transfer. If the Right Holders Company, on the one hand and the Investors, on the other hand, have not elected pursuant to their Secondary Investors' Right of First Refusal to purchase all of the Offered Stock not purchased by the CompanyShareholder Shares, then, subject to the Preferred Investors' Right of Co-SaleSale for Offered Shareholder Shares described in Section 4 hereof, the Selling Shareholder may transfer that portion of Transfer the Offered Stock Shareholder Shares permitted to be sold by the Selling Shareholder to any person named as a Proposed Transferee in the Selling Shareholder’s 's Notice, at the Offered Price or at a higher price, provided that such transfer Transfer (a) is consummated within one hundred twenty (120) days after the date of the Selling Shareholder’s 's Notice and (b) is in accordance with the terms and conditions of this Agreement. If the Offered Stock is Shareholder Shares are transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock Shareholder Shares will (other than as provided as to certain transferees required to become parties hereto as provided in Section 1.7 hereof) thereafter hold such Offered Stock Shareholder Shares free of the Secondary Investors' Right of First Refusal, the Right of Co-Sale for Offered Shareholder Shares and all other restrictions imposed by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is Shareholder Shares are not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock Shareholder Shares without complying again in full with the provisions of this Agreement.

Selling Shareholder’s Right to Transfer. If the Right Holders have not elected pursuant to their Secondary Right of First Refusal to purchase all of the Offered Stock Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 6, thenthen none of the Offered Shares shall be purchased under this Section 6, subject to the Right of Co-Sale, and the Selling Shareholder may sell or otherwise transfer that portion of the Offered Stock permitted Shares to be sold by the Selling Shareholder to any person named as a that Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within one hundred twenty Ninety (12090) days after the date of the Selling Shareholder’s Notice and Notice, (b) is in accordance with all of the terms and conditions of this AgreementAgreement and all other agreements between the Selling Shareholder and the Company and (c) is effected in accordance with all applicable securities laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Stock is Shares described in the Notice are not transferred in accordance with to the terms Proposed Transferee within such period, a new Notice shall be given to the Company, and conditions of this Agreement, then the transferee(s) of Company or its assignees shall again be offered the Offered Stock will thereafter hold such Offered Stock free of the Secondary Right Rights of First Refusal, the Right of Co-Sale and all other restrictions imposed Refusal before any Offered Shares held by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreementmay be sold or otherwise transferred.

Selling Shareholder’s Right to Transfer. If the Right Holders have not elected pursuant to their Secondary Right of First Refusal to purchase all of the Offered Stock Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 7, thenthen none of the Offered Shares shall be purchased under this Section 7, subject to the Right of Co-Sale, and the Selling Shareholder may sell or otherwise transfer that portion of the Offered Stock permitted Shares to be sold by the Selling Shareholder to any person named as a that Proposed Transferee in the Selling Shareholder’s Notice, at the Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within one hundred twenty ninety (12090) days after the date of the Selling Shareholder’s Notice and Notice, (b) is in accordance with all of the terms and conditions of this AgreementAgreement and all other agreements between the Selling Shareholder and the Company and (c) is effected in accordance with all applicable securities laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Stock is Shares described in the Notice are not transferred in accordance with to the terms and conditions of this AgreementProposed Transferee within such period, then a new Notice shall be given to the transferee(s) Company, and the Company or its assignees again shall be offered the Rights of First Refusal before any of the Offered Stock will thereafter hold such Offered Stock free of the Secondary Right of First Refusal, the Right of Co-Sale and all other restrictions imposed Shares held by this Agreement; provided that nothing herein will release any such transferee from any obligations or restrictions that may be imposed on such transferee under the Stock Restriction Agreement. If the Offered Stock is not so transferred during such one hundred twenty (120) day period, then the Selling Shareholder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreementmay be sold or otherwise transferred.