Common use of Selling Stockholder's Right to Transfer Clause in Contracts

Selling Stockholder's Right to Transfer. Any portion of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee that are not purchased by the Company or the ROFR Parties, as provided in this Section 1, may be transferred by the Selling Stockholder to the Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer (i) complies with the provisions of Section 2 of this Agreement with respect to co-sale rights, (ii) is consummated within one hundred twenty (120) days after the date of the Notice, (iii) is in accordance with all the terms of this Agreement and all other agreements between the Selling Stockholder and the Company (including, without limitation, the Third Amended and Restated Investors’ Rights Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Investor Rights Agreement”) and the Third Amended and Restated Voting and Drag Along Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Voting and Drag Along Agreement”), and (iv) is effected in accordance with any applicable securities laws. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, a new Notice shall be given to the Company and the ROFR Parties, and the Company and the ROFR Parties shall again be offered the Rights of First Refusal pursuant to this Section 1 before any Offered Shares held by the Selling Stockholder may be sold or otherwise transferred.

Selling Stockholder's Right to Transfer. Any portion If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee that are not purchased by the Company or Company, its assignee(s) and the ROFR Parties, Remaining Stockholders as provided in this Section 15, may then none of the Offered Shares shall be transferred by purchased under this Section 5 and the Selling Stockholder may sell or otherwise transfer the Offered Shares (subject to certain restrictions on transfer governing the Class C Common Stock as provided in the Purchase Agreement) to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer (i) complies with the provisions of Section 2 6 of this Agreement with respect to coCo-sale rightsRights, (ii) is consummated within one hundred twenty and eighty (120180) days after the date of the Notice, (iii) is in accordance with all the terms of this Agreement and all other agreements between the Selling Stockholder and the Company (including, without limitation, the Third Amended and Restated Investors’ Rights Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Investor Rights Agreement”) and the Third Amended and Restated Voting and Drag Along Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Voting and Drag Along Agreement”), and (iv) is effected in accordance with any applicable securities lawslaws 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 Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, a new Notice shall be given to the Company and the ROFR PartiesRemaining Stockholders, and the Company or its assignees and the ROFR Parties Remaining Stockholders shall again be offered the Rights of First Refusal pursuant to this Section 1 before any Offered Shares held by the Selling Stockholder may be sold or otherwise transferred.