Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.
Undersubscription of Transfer Stock. If the Right of First Refusal and Secondary Refusal Rights have been exercised by the Company and/or the Major Investors with respect to some but not all of the Transfer Stock by the end of the Investor Notice Period, then the Company shall, promptly after the expiration of the Investor Notice Period, send written notice to those Major Investors who fully exercised their Secondary Refusal Rights (the “Exercising Investors”), offering such Exercising Investors the additional right to purchase all or any part of such unpurchased shares of Transfer Stock on the terms and conditions set forth in the Transfer Notice. To exercise such right, the Exercising Investor shall deliver an Undersubscription Notice to the selling Affected Holder and the Company within 5 business days after the receipt of the notice referred to above in this Section 2(a)(5). In the event there are two or more Exercising Investors that choose to exercise such right for a total number of remaining shares in excess of the number available, the remaining shares available for purchase shall be allocated to such Exercising Investors pro rata based on the number of shares of Capital Stock such Exercising Investors have elected to purchase. If the right to purchase such remaining shares is exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors of that fact.
Undersubscription of Transfer Stock. If Acceptance Notices have been delivered by the Stockholders with respect to some but not all of the Transfer Stock by the end of the twenty (20) day period specified in the last sentence of Subsection 3.2(c) (the “Notice Period”), then the Selling Stockholder shall be free to transfer all of the Transfer Stock to the Proposed Transferee in accordance with the terms of the Proposed Transfer Notice.
Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Stockholder(s) with respect to some but not all of the Transfer Stock by the Stockholder Subscription Deadline, then the Company shall, within five (5) days after the Stockholder Subscription Deadline, send a Company Undersubscription Notice to the Exercising Stockholder(s). Each Exercising Stockholder shall have an additional right to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such right, an Exercising Stockholder must deliver a Stockholder Undersubscription Notice to the Company and to all other Stockholders within ten (10) days after the Stockholder Subscription Deadline. In the event there are two (2) or more such Exercising Stockholders that elect to purchase a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2(d) shall be allocated to each such Exercising Stockholder pro rata based on the number of shares of Transfer Stock such Exercising Stockholder has elected to purchase pursuant to the Secondary Refusal Right. If the Secondary Refusal Right is exercised in full by the Exercising Stockholders, the Company shall immediately notify all the Stockholders of that fact.
