Shares Not Purchased. Any shares not purchased pursuant to Subsection (A) or (B) of this Section 3 shall continue to be subject to an open option to purchase by the Company or by the Holders of any Securities other than the Optioner. Any transfer, sale or disposition of such shares subject to this option shall not be valid unless the intended transferee has executed and delivered to the Company, a valid and binding agreement to such effect as a condition to such transfer, sale, or disposition.
Shares Not Purchased. Offered Shares which the Company does not elect to purchase and which are transferred to the proposed transferee in accordance with the Transfer Notice shall not be subject to the Right of First Refusal after the transfer occurs. The Right of First Refusal will continue to apply to all shares purchasable upon exercise of this option, including but not limited to the Offered Shares, if the transfer does not take place in accordance with the Transfer Notice or if the transfer violates subsection 9.g.
Shares Not Purchased. If all of the Common Shares of an Optionor are not purchased pursuant to this Section 3 after the occurrence of an Option Event with respect to such Optionor, then the remaining Common Shares of such Optionor may be retained by such Optionor or, if such Option Event involves a Transfer, by the recipient of such Transfer, subject to all of the restrictions contained herein. As a condition to the effectiveness of any Transfer that occurs in connection with an Option Event, the recipient of such Transfer shall execute and deliver to the Company, with copies to each of the Shareholders, a counterpart of this Agreement (with appropriate amendments to the SCHEDULES attached hereto), which shall evidence such recipient's agreement that the Shares so Transferred to him or her shall continue to be subject to this Agreement and that as to such Common Shares such recipient shall be bound by the restrictions of this Agreement.
Shares Not Purchased. If any shares or interests offered for sale -------------------- pursuant to the provisions of Section 5.1 are not purchased by the Corporation or the holders of Stock (excluding the Surviving Stockholder) under the provisions of Sections 5.3 and 5.4, or such offer shall become null and void, the Deceased Spouse's estate, Executor, administrator, heirs, or devisees may continue ownership of all such unsold shares or interests subject to the provisions of this Agreement.
Shares Not Purchased. The Stockholder proposing to make a Transfer may Transfer any Transfer Shares not being purchased by the Company at any time within one hundred twenty (120) days after the expiration of the Company's Purchase Period; provided, however, that (i) such Transfer shall be on terms no more favorable to the transferee than the terms specified in the applicable Request to Transfer, (ii) the transferring Stockholder has obtained the Company's consent to the person or entity to which the Transfer will be made and the terms of the Transfer, which consent will not be unreasonably withheld, provided that the Company may withhold consent, in its sole discretion, to any lien or encumbrance upon Shares, and (iii) the transferee shall first enter into this Agreement or otherwise agree in writing to be bound by and hold the transferred Shares or interest therein pursuant to this Agreement.
Shares Not Purchased. CIMSA may effect the Private Transfer of the Transfer Shares at any time within ninety (90) days after the expiration of the Company Purchase Period for which the Company has not delivered to CIMSA in a timely manner a Company Acceptance Notice; provided, however, that (a) such Private Transfer must be in accordance with the Transfer Terms specified in the Transfer Notice, (b) CIMSA has obtained the Company’s consent with respect to the proposed transferee, which consent will not be unreasonably withheld, delayed or conditioned and (c) CIMSA has agreed to indemnify and hold the Company harmless from any claims made by the proposed transferee against the Company based on any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact about the Company made by CIMSA to the proposed transferee in connection with the Private Transfer.
Shares Not Purchased. Any Shares not purchased pursuant to the provisions of this Section 3 shall continue to be subject to the terms and provisions of this Agreement in the hands of the Selling Shareholder.
Shares Not Purchased. The Stockholder proposing to make a Transfer may Transfer any Transfer Securities not being purchased by the Company or the Parent at any time within one hundred twenty (120) days after the expiration of the Parent's Purchase Period or earlier delivery by the Parent of the notice of non-purchase described in SECTION 3.02(c); provided, however, that (i) such Transfer shall be on terms no more favorable to the transferee than the terms specified in the applicable Request to Transfer, (ii) the transferring Stockholder has obtained the Company's written consent to the person or entity to which the Transfer will be made and the terms of the Transfer, which consent will not be unreasonably withheld, provided that the Company may withhold consent, in its sole discretion, to any lien or encumbrance upon Securities, and (iii) the transferee shall first enter into this Agreement or otherwise agree in writing to be bound by and hold the transferred Securities or interest therein pursuant to this Agreement.
Shares Not Purchased. The estate of the Deceased may transfer the portion of the Subject Interest not purchased pursuant to subsection 6.1 for a period of 60 days following the Closing set out in paragraph 6.3(b) without restriction on to whom it may be sold and the price at which it may be sold, provided that the person purchasing the shares agrees to be bound by this Agreement. After 60 days following the Closing, as set out in paragraph 6.3(b) the estate OF the Deceased may transfer the portion of the Subject Interest not purchased pursuant to subsection 6.1 so long as the estate of the Deceased complies with section 5 of this Agreement.
Shares Not Purchased. After the end of the period during which the Company -------------------- and the Shareholders may exercise their options to purchase shares of stock of the Company proposed to be transferred by the Employee, but not more than 180 days after the Company is notified of the proposed transfer, the Employee may transfer the option shares which the Company and the Shareholders do not elect to purchase.
