Common use of Voluntary Transfer Repurchase Option Clause in Contracts

Voluntary Transfer Repurchase Option. If Recipient desires to effect a voluntary transfer of any of the Vested Shares during the Restricted Period, Recipient shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Shares (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty (30) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept Recipient’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient within thirty (30) days following the giving of the Option Notice. Failing such acceptance, Recipient’s offer shall lapse on the thirty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of Recipient’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 shall again apply to the Vested Shares. The Offered Shares so transferred by Recipient to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 and the Company shall have the right to require, as a condition of such transfer, than the Transferee execute an agreement substantially in the form and content of the provisions of this Section 6, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient the Optionee desires to effect a voluntary transfer of any of the Vested Shares Restricted Securities during the Restricted Period, Recipient the Optionee shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Shares Restricted Securities (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty fifty (3050) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient the Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept Recipientthe Optionee’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, Recipientthe Optionee’s offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient the Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient Optionee to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of Recipientthe Optionee’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient the Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 7 shall again apply to the Vested SharesRestricted Securities. The Offered Shares so transferred by Recipient the Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 7 (including without limitation Section 7(f)) and the Company shall have the right to require, as a condition of such transfer, than that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 67, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient Optionee desires to effect a voluntary transfer of any of the Vested Restricted Shares during the Restricted Period, Recipient Optionee shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Restricted Shares (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty fifty (3050) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept RecipientOptionee’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, RecipientOptionee’s offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient Optionee to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of RecipientOptionee’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 17 shall again apply to the Vested Restricted Shares. The Offered Shares so transferred by Recipient Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 17 (including without limitation paragraph (e) of this Section 17) and the Company shall have the right to require, as a condition of such transfer, than that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 617, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient Optionee desires to effect a ------------------------------------ voluntary transfer Transfer of any of the Vested Restricted Shares during the Restricted Periodcontinuation of this Agreement, Recipient Optionee shall first give written notice to the Company of such intent to transfer Transfer (the “"Offer Notice”") specifying (ia) the number of the Vested Restricted Shares (the “"Offered Shares”") and the date of the proposed transfer Transfer (which shall not be less than thirty fifty-one (3051) days after the giving of the Offer Notice), (iib) the name, address, address and principal business of the proposed transferee (the “"Transferee”"), and (iiic) the price and other terms and conditions of the proposed transfer Transfer of the Offered Shares to the TransfereeTransferee (the "Offer Price"). The Offer Notice by Recipient Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer NoticePrice, to the Company and/or its designated purchaser. If the Company desires to accept Recipient’s Optionee's offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, Recipient’s Optionee's offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of ten (i) twenty (2010) days following the date of the giving of its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price (in the form and manner set forth at Section 12.7) of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient Optionee shall deliver to the Company or its the designated Purchaserpurchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient to the Transferee shall be null and void. Upon the lapse of Optionee's offer without acceptance by the Company of Recipient’s offer to sell the Offered SharesCompany, and unless the Company shall provide written notice to the Recipient within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient Optionee shall be free for a period of thirty (30) days thereafter to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and to no one else), for a price and on such terms and conditions which as are no more favorable to the Transferee than those set forth in the Offer Notice. After the expiration of the thirty (30) day period, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 12 shall again apply to the Vested Restricted Shares. The Offered Shares so transferred by Recipient Optionee to the Transferee shall continue to be subject to all of the terms terms, conditions and conditions restrictions of this Section 6 12 and the Company shall have the right to require, as a condition of to such transfer, than that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 6, as well as any voting agreement and/or shareholders agreement required by the Company12.

Voluntary Transfer Repurchase Option. If the Recipient desires to effect a voluntary transfer of any of the Vested Shares Awarded Stock during the Restricted Period, the Recipient shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Shares shares of the Awarded Stock (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty (30) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by the Recipient shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept the Recipient’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to the Recipient within thirty (30) days following the giving of the Option Notice. Failing such acceptance, the Recipient’s offer shall lapse on the thirty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and the Recipient shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of the Recipient’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty (30) days thereafter, but after such period the restrictions of this Section 6 shall again apply to the Vested SharesDeferred Stock. The Offered Shares so transferred by the Recipient to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 and the Company shall have the right to require, as a condition of such transfer, than the Transferee execute an agreement substantially in the form and content of the provisions of this Section 6, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient Optionee desires to effect a voluntary transfer of any of the Vested Restricted Shares during the Restricted Period, Recipient Optionee shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Restricted Shares (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty fifty (3050) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept RecipientOptionee’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, RecipientOptionee’s offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock power endorsed in blank for transfer. The Offered Shares so transferred by Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 15 (including without limitation paragraph (e) of this Section 15) and all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Offer Notice in which event any such transfer or attempted transfer by the Recipient Optionee to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of RecipientOptionee’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient Optionee within thirtyfifty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 15 shall again apply to the Vested Restricted Shares. The Offered Shares so transferred by Recipient to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 and the Company shall have the right to require, as a condition of such transfer, than that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 616, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient Optionee desires to effect a voluntary transfer of any of the Vested Restricted Shares during the Restricted Period, Recipient Optionee shall first give written notice to the Company of or such intent to transfer (the “"Offer Notice”") specifying (ia) the number of the Vested Restricted Shares (the “"Offered Shares”") and the date of the proposed transfer (which shall not be less than thirty fifty (3050) days after the giving of the Offer Notice), (iib) the name, address, and principal business of the proposed transferee (the “"Transferee”"), and (iiic) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept Recipient’s Optionee's offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, Recipient’s Optionee's offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of Recipient’s Optionee's offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 9 shall again apply to the Vested Restricted Shares. The Offered Shares so transferred by Recipient Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 9 (including without limitation paragraph (f) of this Section 9) and the Company shall have the right to require, as a condition of such transfer, than the Transferee execute an agreement substantially in the form and content of the provisions of this Section 6, as well as any voting agreement and/or shareholders agreement required by the Company9.

Voluntary Transfer Repurchase Option. If Recipient the Optionee desires to effect a voluntary transfer of any of the Vested Shares Restricted Securities during the Restricted Period, Recipient the Optionee shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Vested Shares Restricted Securities (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than thirty fifty (3050) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient the Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept Recipientthe Optionee’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient Optionee within thirty fifty (3050) days following the giving of the Option Notice. Failing such acceptance, Recipientthe Optionee’s offer shall lapse on the thirtyfifty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient the Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The Company may in its sole and absolute discretion, notify the Recipient within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice in which event any such transfer or attempted transfer by the Recipient to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of Recipientthe Optionee’s offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 7 shall again apply to the Vested SharesRestricted Securities. The Offered Shares so transferred by Recipient the Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 7 (including without limitation Section 7(f)) and the Company shall have the right to require, as a condition of such transfer, than that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 67, as well as any voting agreement and/or shareholders agreement required by the Company.

Voluntary Transfer Repurchase Option. If Recipient the Optionee desires to effect a voluntary transfer of any of the Vested Restricted Shares during the Restricted Period, Recipient the Optionee shall first give written notice to the Company of such intent to transfer (the “"Offer Notice”") specifying (i) the number of the Vested Restricted Shares (the “"Offered Shares”") and the date of the proposed transfer (which shall not be less than thirty (30) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “"Transferee”"), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee. The Offer Notice by Recipient the Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser. If the Company desires to accept Recipient’s the Optionee's offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Recipient the Optionee within thirty (30) days following the giving of the Option Notice. Failing such acceptance, Recipient’s the Optionee's offer shall lapse on the thirty-first day following the giving of the Option Notice. With such written acceptance, the Company shall designate a day not later than the later of (i) twenty (20) ten days following the date of giving its notice of acceptance, or (ii) the closing date in the Offer Notice, acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and Recipient the Optionee shall deliver to the Company or its designated Purchaserpurchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer. The In the event of any breach by the Optionee of the provisions hereof, the Company may in its sole and absolute discretion, notify the Recipient Optionee within thirty-one days following the giving of the Option Notice that it does not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice Notice, in which event any such transfer or attempted transfer by the Recipient Optionee to the Transferee shall be null and void. Upon the lapse without acceptance by the Company of Recipient’s the Optionee's offer to sell the Offered Shares, and unless the Company shall provide written notice to the Recipient Optionee within thirty-one days following the giving of the Option Notice that it will not permit the transfer of the Offered Shares to the Transferee pursuant to the terms and conditions set forth in the Option Notice, Recipient due to a breach by the Optionee of the provisions hereof, the Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 6 10 shall again apply to the Vested Restricted Shares. The Offered Shares so transferred by Recipient the Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 6 10 (including without limitation paragraph (f) of this Section 10) and the Company shall have the right to require, as a condition of such transfer, than the Transferee execute an agreement substantially in the form and content of the provisions of this Section 610, as well as any voting agreement and/or shareholders agreement required by the Company.