Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.
Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within twenty (20) days following the date of the Company's receipt of the Disposition Notice, Owner shall have a period of ninety (90) days thereafter in which to sell or otherwise dispose of the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third party purchaser than those specified in the Disposition Notice. The third-party purchaser shall acquire the Target Shares subject to all the terms and provisions of this Agreement. All transferees of the Target Shares shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold the Target Shares subject to the provisions of this Agreement. In the event Owner does not sell or otherwise dispose of the Target Shares within the specified ninety (90) day period, the Company's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner until such right lapses in accordance with Section 5.
Non-Exercise of Right. If, after applying the procedure set forth in Section 4.6 (Exercise of Right of First Refusal), there are still Target Shares not yet been purchased by the Non-Transferring Shareholders (such shares, the “Available For Sale Target Shares”), the Transferring Shareholder shall have a period of ninety (90) days thereafter to sell or otherwise dispose of such Available For Sale Target Shares, subject to the provisions of Section 5 (Right of Co-sale) below, to the Prospective Transferee(s) identified in the Disposition Notice, upon terms and conditions (including the purchase price) no more favorable to such Prospective Transferee(s) than those specified in the Disposition Notice. If the Transferring Shareholder has not completed the sale or disposition of the Available For Sale Target Shares within the specified ninety (90) day period, the Non-Transferring Shareholders’ Right of First Refusal hereunder shall once again apply to the transfer of the Available For Sale Target Shares.
Non-Exercise of Right. Subject to the Investors' co-sale rights described in Article II below, in the event the Exercise Notice with respect to any portion of the Target Shares is not given to the Selling Founder within sixty (60) days following the date of the Company's and the Investors' receipt of the Disposition Notice, the Selling Founder shall have a period of thirty (30) days thereafter in which to sell the portion of the Target Shares that neither the Company nor the Investors have elected to purchase upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder does not notify the Investors or consummate the sale or disposition of the Target Shares within the sixty (60) day period, the Company's and the Investors' first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder until such right lapses in accordance with paragraph 6.1 herein.
Non-Exercise of Right. In the event written notice of exercise of the Company's and/or the Purchasing Shareholder's right of first refusal is not given to the Optionee within forty-five (45) days following the date of the Company's receipt of the notice of intended disposition under Section 8(b), the Optionee shall, for a period of ninety-five (95) days thereafter, have the right to sell or otherwise dispose of the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third party purchaser than those specified in the notice of intended disposition given to the Company; provided, however, that any such sale or disposition must not be effected in contravention of the representations made by the Optionee in Section 10 of this Agreement. The third party purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Agreement (including the Company's first refusal rights hereunder). In the event Optionee does not sell or otherwise dispose of the Target Shares within the specified ninety-five (95) day period, the Company's right of first refusal shall continue to be applicable to any subsequent disposition of the Target Shares by the Optionee until such right lapses in accordance with Section 8(i).
Non-Exercise of Right. In the event the Exercise Notice is not given by the Company to the Selling Founder and the Investors within fifteen (15) days following the date of the Company's receipt of the Disposition Notice, the Company shall be deemed to have waived its right of first refusal.
Non-Exercise of Right. In the event the LLC or its assignees do not exercise their purchase rights in accordance with this Section 12.5, the selling Member shall have a period of 30 days thereafter in which to sell or otherwise dispose of the Target Units to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Section 12.1. If the Member does not effect such sale or disposition of the Target Units within the specified 30-day period, the LLC's First Refusal Right shall continue to apply to any subsequent disposition of the Target Units by Member.
Non-Exercise of Right. In the event the Exercise Notice is not --------------------- given to the Owner within thirty (30) days following the date of the Company's ------ -- receipt of the Disposition Notice, the Owner shall have a period of thirty (30) ------ -- days thereafter in which to sell or otherwise dispose of the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third-party purchaser than those specified in the Disposition Notice; provided, -------- however, that any such sale or disposition must not contravene the provisions of ------- Article 2 above. If any of the Target Shares are at the time held in escrow --------- under Article 7 below, the certificates for such shares shall automatically be --------- released from escrow and surrendered to the Owner. The third-party purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Agreement (including the Company's Repurchase Right under Article 5 --------- above and the First Refusal Right under this Article 6). If the Owner does not --------- sell or otherwise dispose of the Target Shares within the specified thirty (30) ------ -- day period, the Company's First Refusal Right shall continue to apply to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with Section 6.7 below. -----------
Non-Exercise of Right. In the event the Exercise Notice is not given to Owner within twenty-five (25) days following the date of the Corporation's receipt of the
Non-Exercise of Right. If the Transfer Notice shall have been duly given to the Company and the Company does not exercise the purchase option referred to in this Section 8 to purchase the Offered Stock, then the Transferring Shareholder shall be free to sell the Offered Stock in accordance with this Section 8.3. The Offered Stock to be sold as contemplated by this Section 8.3 shall be sold at not less than the price per share set forth in such Transfer Notice and upon substantially the same terms but no less favorable to the Transferring Shareholder than the terms set forth in the Transfer Notice (except that the form of consideration need not be in cash so long as the value of such consideration is equivalent to the purchase price set forth in the Transfer Notice and not subject to forgiveness or other reduction), subject to the purchaser of the Offered Stock agreeing in writing to be bound by the terms of this Agreement; provided, however, that if the sale of the Offered Stock shall not be consummated within ninety (90) days immediately following the expiration of the Company's purchase option set forth in Section 8.1, the shares of the Offered Stock shall
