Proposed Key Holder Transfer definition

Proposed Key Holder Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.

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Proposed Key Holder Transfer has the meaning ascribed to it in Section 6.1(a).

Proposed Key Holder Transfer. " means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer StockShares (or any interest therein) proposed by any of the Key Holders.

Examples of Proposed Key Holder Transfer in a sentence

• To the extent that one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

• In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the aggregate consideration from such transfer shall be allocated to the participating Investors and the selling Key Holder in accordance with the Restated Certificate as if such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate).

• If any Proposed Key Holder Transfer is not consummated within sixty (60) days after receipt of the Proposed Transfer Notice by the Company, the Key Holders proposing the Proposed Key Holder Transfer may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2.

• Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company and each Investor not later than twenty-eight (28) days prior to the consummation of such Proposed Key Holder Transfer.

• Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Key Holder may propose to transfer in a Proposed Key Holder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

• If the Company does not intend to exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Key Holder Transfer under Section 2.1(b), then the Company shall deliver a Secondary Notice to the selling Key Holder and to each Investor to that effect no later than fourteen (14) days after the selling Key Holder delivers the Proposed Transfer Notice to the Company.

• Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Key Holder Transfer and the identity of the Prospective Transferee.

• Any Proposed Key Holder Transfer or Deemed Liquidation Event (as defined in the Restated Certificate) not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.

More Definitions of Proposed Key Holder Transfer

Proposed Key Holder Transfer means any sale or offer to sell, other than in an open market transaction or transaction effected pursuant to a 10b-5 trading plan as long as the shares thus sold does not exceed in aggregate 10% of the then issued and outstanding Common Stock in any twelve months period, an aggregate of 10% or higher of the then issued and outstanding Common Stock proposed by any of the Key Holders to a single entity or individual in a single transaction, in a multiple or series of transactions. The transfer price of such a Proposed Key Holder Transfer should not be any lower than US$3.2 per share unless the Investors agree otherwise.