Stockholder’s Right to Transfer. If the Right of First Refusal of the Company has lapsed or been waived as to any portion of the Offered Stock, then the Stockholder may transfer that portion of the Offered Stock to any person named as a purchaser or other transferee in the Stockholder’s Notice, at the Offered Price or at a higher price, provided that such transfer (i) is consummated within ninety (90) days following the Offer Date, (ii) is in accordance with all the terms of this Agreement, the Bylaws and, if applicable, that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of the date hereof, and (iii) is to one or more accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. If the Offered Stock is not so transferred during such 90-day period, then the Stockholder may not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.

Stockholder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company or its assignee(s), as provided in this Section 1, then none of the Offered Shares shall be purchased under this’ Section 1, and the Stockholder may ,sell or otherwise transfer the Offered Shares to the Proposed Transferee at the Offered Price or at a higher price, .provided that (a) such sale ‘or other transfer (1) is consummated within one hundred and eighty (180) days after the date of the Notice, (ii) is in accordance with all the terms of this Agreement and all other agreements between the Stockholder and the Company, and (iii) is effected in accordance with any applicable securities laws, and (b) the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Offered Shares in the hands of the Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such’ period, a new Notice shall be given to the Company; and the Company or its assignees shall again be offered the Rights of First Refusal before any Offered Shares’ held by the Stockholder may be sold or otherwise transferred.

Stockholder’s Right to Transfer. If all of the Sale Shares proposed in the TS Notice to be transferred are not purchased by the Company and the Investors and Founders as provided in this Article II, the Transferring Stockholder may sell or otherwise transfer the Sale Shares not purchased by the Company and the Investors and Founders to the proposed transferee at no less than ninety percent (90%) of the Offered Price or at a higher price, provided that such sale or other transfer (i) complies with the provisions of this Article II, including without limitation the co-sale rights in Section 2.3 below, (ii) is consummated within ninety (90) days after receipt of the TS Notice, (iii) is in accordance with all the terms of this Agreement and all other agreements between the Transferring Stockholder and the Company and (iv) is effected in accordance with any applicable securities laws. If the Sale Shares are not transferred to the proposed transferee within such period, a new TS Notice shall be given to the Company and the Investors and Founders, who shall again be offered a right of first refusal pursuant to this Agreement, before any Sale Shares held by the Transferring Stockholder may be sold or otherwise transferred.

Stockholder’s Right to Transfer. If the Remaining Stockholders have not elected pursuant to their rights of first offer to purchase all of the Transfer Securities, then, subject to the co-sale rights set forth below, Transferring Stockholder may Transfer that portion of the Transfer Securities permitted to be sold by Transferring Stockholder under the exact terms and conditions of the Bona Fide Offer, provided that such Transfer (a) is consummated within ninety (90) days after the date of the expiration of the Stockholder’s Purchase Period, and (b) is in accordance with the terms and conditions of this Agreement. If the Transfer Securities are transferred in accordance with the terms and conditions of this Agreement, then the Transferee(s) of the Transfer Securities will thereafter hold such Transfer Securities free of the right of first offer 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 any other agreement to which such Transferee is a party. If the Transfer Securities are not so transferred during such ninety (90) day period or the terms of the Bona Fide Offer have changed in any manner, then Transferring Stockholder will not Transfer any of such Transfer Securities without complying again in full with the provisions of this Agreement.

Related to Stockholder’s Right to Transfer

Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.
Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.
Stockholder's Rights A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.
Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.1 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer:
Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.
Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.
Shareholders' Right to Inspect Shareholder List One or more Persons who together and for at least six months have been Shareholders of at least five percent (5%) of the Outstanding Shares of any Class may present to any officer or resident agent of the Trust a written request for a list of its Shareholders. Within twenty (20) days after such request is made, the Trust shall prepare and have available on file at its principal office a list verified under oath by one of its officers or its transfer agent or registrar which sets forth the name and address of each Shareholder and the number of Shares of each Portfolio and Class which the Shareholder holds. The rights provided for herein shall not extend to any Person who is a beneficial owner but not also a record owner of Shares of the Trust.
Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).
Consent to Transfer We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.
Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

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