Common use of Transfer Restriction Clause in Contracts

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. (a) For a period ending six months after the date of this Agreement (the "“Restricted Period"”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "“accredited investor" ” (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. (b) During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "“Offer"”) shall: (i) be in writing (the "“Offer Notice"”); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. (c) The Purchaser may freely sell certificates representing the Shares will bear legends reflecting the limitations set forth in this Section 6 as well as related to the transfer limitations resulting from their issuance in a transaction not registered under the Securities Act or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Periodapplicable state laws.

Transfer Restriction. a. For a period ending six months after Prior to the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose second anniversary of the Shares or any rightPhase 2 Commercial Operation Date, title, or interest therein to any person, other than none of the Initial Shareholders shall (i) to an entity controlled transfer any Shares owned by or under common control with the which agrees to be bound by the terms of this Agreement, them or (ii) merge into or consolidate with any other individual, corporation, company, voluntary association, partnership, joint venture, trust, or (iii) dispose of assets of Project Company at any time, except for: a transfer required by any Laws or by the operation of the Laws or by order of a court, tribunal, or Governmental Authority with appropriate jurisdiction; or a transfer resulting from the enforcement of a pledge or security interest in or over any Shares in accordance with the Security Package; or a transfer of Shares in accordance with the Lenders' Direct Agreement; or a transfer to an which GPA has given its prior written approval. NOTICES Except as otherwise expressly provided in this Agreement, all notices, communications, or other documents (together "accredited investor" Notices") to be given or made by one Party to the other Party pursuant to this Agreement shall be in English and in writing, shall be addressed for the attention of the person indicated below, and shall be delivered by hand or sent by reputable international express courier by facsimile, or registered mail. Any Notice given by facsimile shall be confirmed by sending a copy of the same by personal delivery or by registered mail, but the failure to so confirm shall not void or invalidate the original Notice if it is in fact received by the Party to which it is addressed. The addresses for service of the Parties and their respective facsimile numbers are: […………………] or such other addresses and facsimile numbers as either Party may have notified to the other Party in accordance with this Article 22. All Notices shall be deemed delivered (as defined under the rules and regulations under the Securities Acta) after complying with paragraph when presented personally, (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares when transmitted by facsimile to the Company or its designee. Such offer receiving Party's facsimile number specified above, (c) one (1) Day after being delivered to a courier for express delivery, addressed to the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Companyreceiving Party, at the offices of the Company address indicated above (or such other place address as such Party may be mutually agreed uponhave specified by written Notice), the Company shall pay the aggregate purchase price for the Shares or (d) five (5) Days after being sent by wire transfer of immediately available funds registered mail addressed to the account designated receiving Party, at the address indicated above (or such other address as the receiving Party may have specified by written Notice). Any Notice given by facsimile shall be confirmed in writing delivered personally or sent by registered mail, but the failure to so confirm shall not void or invalidate the original Notice if it is in fact received by the Purchaser and Party to which it is addressed. MISCELLANEOUS PROVISIONS This Agreement cannot be amended except by prior written agreement between the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any SharesParties. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a Purchaser hereby agrees that during the time period ending six months after commencing as of the date of this Agreement Effective Date until the Registration Rights Date (with such time period being referred to as the "Initial Restricted Period"), the Purchaser agrees that neither it shall not sell, transfer or otherwise dispose of the Shares or nor any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" affiliate (as defined in Rule 144) (each an "Affiliate") of Purchaser shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Restricted Securities. For so long as the aggregate number of shares of Common Stock of the Company held by Purchaser exceeds the Minimum Purchaser Interest, Purchaser hereby also agrees that during the time period commencing as of the last day of the Initial Restricted Period until the second anniversary of the Registration Rights Date (with such time period being referred to as the "Follow-On Restricted Period"), that neither it nor any Affiliate shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any of the Restricted Securities at any time during the Follow-On Restricted Period other than in compliance with the volume restrictions then set forth under Rule 144 (even if such volume limitations are not applicable to Purchaser under such rule). In order to enforce the rules foregoing covenant, the Company may impose legends and/or stop-transfer instructions with respect to the Restricted Securities held by Purchaser (and regulations under the Restricted Securities Actof every other person subject to the foregoing restriction) after complying with paragraph (b) belowuntil the end of such periods. ; ; b. During Following the last day of the Follow-On Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of restrictions under this Section 6 5.1 shall again apply to any sale, transfer or other disposition terminate and be of any Sharesno further force and effect. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. (a) For a period ending six months after the date of this Agreement (the "“Restricted Period"”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "“accredited investor" ” (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. (b) During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "“Offer"”) shall: (i) be in writing (the "“Offer Notice"”); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. (c) The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's ’s consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares.. ; c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For Notwithstanding any rights under the Registration Rights Agreement, Nortel hereby agrees that without the prior written consent of the Company (which may be withheld in the Company's sole discretion), neither Nortel nor any affiliate (as defined in Rule 144 under the Securities Act promulgated by the SEC ("Affiliate")) shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (collectively, "Sell") (other than to donees who agree to be similarly bound) the Warrant or any of the Warrant Shares or any of 11 the Shares, until twenty four (24) months following the date hereof, provided, however, that Nortel may Sell one-half (1/2) of the shares of the Company's Common Stock acquired pursuant to this Agreement (the "Acquired Shares") after twelve (12) months has elapsed from the date hereof subject to, without limitation, the following conditions and restrictions: (a) Nortel hereby grants to the Company and its Affiliates the right of first refusal to purchase any or all of the Acquired Shares that Nortel proposes to sell in a transaction or transactions involving a broker-dealer as intermediary, and grants to the Company and its Affiliates the right of first refusal to purchase all but not less than all of the Acquired Shares that Nortel proposes to sell in a transaction or transactions not involving a broker-dealer as intermediary. In the event Nortel proposes to Sell any of the Acquired Shares, it shall give the Company written notice of its intention describing the price and the general terms upon which Nortel proposes to Sell the Acquired Shares and a statement as to whether the sale will involve a broker-dealer as intermediary (the "Notice"). The Company shall have twenty (20) days after the Notice is effective to agree to purchase any or all of the Acquired Shares Nortel proposes to Sell, as applicable, for the price and upon the terms specified in the Notice by giving written notice to Nortel and stating therein the quantity of the Acquired Shares to be purchased in any case where the Company is entitled to purchase less than all of the Acquired Shares that Nortel proposes to sell. In the event the Company fails to exercise the right of first refusal within said twenty (20)-day period, Nortel shall have one hundred twenty (120) days thereafter to sell or enter into an agreement (pursuant to which the sale of the Acquired Shares covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of said agreement) to sell any or all of the Acquired Shares with respect to which the Company's right of first refusal option set forth in this Section was not exercised, at a price and upon terms no more favorable to the purchaser or purchasers thereof than specified in the Notice. In the event Nortel has not sold within said one hundred twenty (120)-day period ending six or entered into an agreement to sell the Acquired Shares within said one hundred twenty (120)-day period (or sold the Acquired Shares in accordance with the foregoing within one hundred twenty (120) days from the date of said agreement), Nortel shall not thereafter issue or sell any of the Acquired Shares prior to the date twenty four (24) months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose acquisition of the such Acquired Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first again offering to sell such Acquired Shares to the Company or its designeein the manner provided in this Subsection. (b) In the event Nortel Sells any Acquired Shares as permitted hereunder, Nortel shall maintain an orderly market and shall not unduly disrupt the public market for shares of the Company's Common Stock in connection with any such sale. (c) Nortel shall comply with any and all federal, state and local securities and other applicable laws of the United States and Canada. Such offer (Notwithstanding the "Offer") shall: (i) foregoing, transfers solely among Nortel Affiliates shall not be subject to the transfer restrictions set forth in writing (this Subsection 6.1 provided the "Offer Notice"); (ii) specify Nortel 1. The transfer restrictions set forth in this Section 6.1 shall terminate in the number event of Shares proposed a change of control affecting the Company. Control shall have the meaning set forth in the definition of Affiliates in the Asset Purchase Agreement. In order to be transferred; and (iii) specify enforce the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaserforegoing covenant, the Company shall notify may impose legends and/or stop-transfer instructions with respect to the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Warrant or the Warrant Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares held by wire transfer Nortel or any Nortel Affiliate (and such securities of immediately available funds every other person subject to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Sharesforegoing restriction). c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. . The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, Bermore agrees, without the Purchaser may not sell prior written consent of Artal, except in accordance with Section 4.2 or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares pursuant to the Company exercise of any overallotment options by the Underwriters in respect of the IPO, not to market, attempt to arrange for or its designeeconsummate the Transfer of any Bermore Shares (or any securities convertible into or exchangeable for Bermore Shares). Such offer Prior to making any permitted (whether as result of the "Offer"exceptions set forth in Section 4.2 or otherwise) shall: Transfer of Bermore Shares at any time prior to the termination of this Agreement (other than a Transfer pursuant to Section 4.2(b) or (e)), Bermore shall obtain an Investor Joinder from such transferee, and such transferee, by execution thereof, (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed shall agree to be transferred; become and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall automatically be deemed to be rejectedsubject to, and have the benefit of, all of the rights and obligations contained in this Agreement applicable to Bermore, (ii) shall have made on the date thereof all representations and warranties made on the date hereof by Bermore (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person), (iii) shall have appointed Michxxx Xxxxxxxx xx such one Person as Bermore and all of its permitted transferees (other than Persons to whom Bermore Transfers Bermore Shares pursuant to Section 4.2(b) or (e)) shall agree upon as its true and lawful attorney-in-fact for purposes of exercising its rights and obligations contained in this Agreement and (iv) shall have appointed Bermore, Ltd. or such two Persons (which may include Bermore) as Bermore, Ltd. (if it remains a party to the Agreement) and all of its permitted transferees (other than Persons to whom Bermore Transfers Bermore Shares pursuant to Section 4.2(b) or (e)) shall agree upon as true and lawful custodians (each a "Custodian" which may act independently of the other in respect of Bermore Shares which have been Transfered to it) for all Bermore Shares owned by such transferee and subject to this Agreement and, simultaneously upon execution of such Investor Joinder, shall Transfer all such Bermore Shares to the Custodian listed on the Investor Joinder. If Promptly thereafter, Bermore shall cause originally executed copies of such Investor Joinder to be delivered to Artal, Flowers and the Company rejects (or is deemed to reject) the Offerand shall notify Artal, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after Flowers and the Company has (or is deemed to have) rejected of the Offer, then the provisions number and type of this Section 6 shall again apply to any sale, transfer or other disposition of any SharesBermore Shares Transferred. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For 14.1.1 Prior to execution and registration of Conveyance Deed: The Allottee shall not be permitted to transfer/ assign its allotted Unit for a period ending six of 6 (six) months from date of execution of Agreement of Sale. Subsequent to the expiry of the aforesaid 6 (six) months period, in the event that an Allottee, proposes to transfer its right of allotment under this Agreement in favour of any other person (“Transferee”), such Allottee shall be required to apply in writing for the Promoter’s approval for the proposed transfer providing all details of the proposed Transferee. The said Transferee must fulfill the following conditions: (i) On and from the Date of Possession of the Said Unit, the Resident nominated by such Transferee or his/her spouse should be at least 50 (fifty) years in age; (ii) The Resident nominated by such Transferee or his/her spouse should not suffer from any contagious disease or Alzheimer and are not terminally ill or of unsound mind as on the Date of Possession of the Said Unit. The Promoter may in its discretion, provide its approval in writing, if it is satisfied about the credibility of the proposed Transferee. The Allottee may transfer its right of allotment in favour of the Transferee upon receipt of such approval and after the date payment of: (a) [●] % (in words) of the higher of Agreed Consideration or market value as assessed by the office of the concerned Sub-Registry for valuation of stamp duty; or (b) INR [●] (Indian Rupees [●]) only, whichever is higher, as administrative charge to the Promoter. GST and/ or other taxes shall be charged upon the transfer charge and/ or any other administrative charge, as may be applicable to such transaction. The said transfer shall take place only through a registered instrument giving effect to such transfer. 14.1.2 After execution and registration of the Conveyance Deed: Any transfer of the Said Unit, after the execution and registration of the Conveyance Deed, shall be permissible provided the following conditions are fulfilled: (i) On and from the time of taking possession of the Said Unit, the proposed Resident nominated by such Transferee or his/her spouse should be at least 50 (fifty) years in age; (ii) The proposed Resident nominated by such Transferee or his/her spouse should not suffer from any contagious disease or Alzheimer and are not terminally ill or of unsound mind at the time of taking possession of the Said Unit; and (iii) No-dues certificate has been obtained from the Service Provider and/or such other entity appointed by the Service Provider with regard to any outgoings pending in respect of the Said Unit in terms of this Agreement (and/ or the "Restricted Period")Conveyance Deed and/ or the Service Agreement. In the event of failure to obtain such no-dues certificate by the Allottee, the Purchaser agrees entire amount due from the Allottee shall be recoverable from the proposed transferee. The Allottee shall also ensure that it shall not sellsimilar provision requiring obtaining no-dues certificate and payment of transfer charges be incorporated in any conveyance deed in relation to the Said Unit. In the event the Conveyance Deed remains unregistered, any subsequent transfer of the Said Unit in favour of another entity can only be made by way of a tri-partite agreement, with the Promoter being a signatory to such agreement. However, transfer or otherwise dispose by way of a tri-partite agreement would not be required in relation to the Said Unit, for which registration process has been duly completed. 14.1.3 Upon transfer of the Shares or any rightSaid Unit, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to transferee shall be bound by all the obligations of the original Allottee in relation to the ownership of the Said Unit as mentioned in this Agreement and in the Service Agreement. Further, all taxes arising out of such transfer shall be borne by the new transferee and the Promoter shall be indemnified by such new transferee for such tax consequences. 14.1.4 It is hereby clarified that after execution and registration of the Conveyance Deed, the Allottee and/ or any valid transferee of such Allottee in terms of this Agreement, shall be entitled to grant lease or license in respect of the Said Unit to any other person provided such person(s) fulfills the following conditions: (i) The said person or his/her spouse should be at least 50 (fifty) years in age at the time of taking possession of the Said Unit; (ii) to an "accredited investor" (as defined under The said person or his/her spouse should not suffer from any contagious disease or Alzheimer and are not terminally ill or of unsound mind at the rules and regulations under time of taking possession of the Securities Act) after complying with paragraph (b) below. ; Said Unit; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed The said person shall have to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects agree to purchase all, but not less than all, such Shares on the abide by all applicable terms and conditions of the Offer. If Service Agreement including usage restrictions specified therein. 14.1.5 It is clearly understood and so agreed by the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance Allottee that all the provisions contained herein and the obligations arising hereunder in respect of the Offer by the Company, at the offices Said Unit shall equally be applicable to and enforceable against any and all future transferees/ assignees of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any SharesSaid Unit. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.