Common use of Holder’s Right to Transfer Clause in Contracts

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 17, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Notice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 17Section, then subject to any rights of first refusal or other restrictions on transfer contained in the Stockholders’ Agreement, the Holder may sell or otherwise transfer Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, and shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise transferredTransferred. The Company’s Right of First Refusal as contained herein shall be in addition to and arise prior to any rights of first refusal contained in the Stockholders’ Agreement.

Holder’s Right to Transfer. If all of the Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with the transfer restrictions set forth in the Company’s Bylaws and any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(a), then the Holder may sell or otherwise transfer such Shares to that each Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that (i) such sale or other transfer is consummated within sixty (60) 60 days after the date of the NoticeNotice is delivered to the Company, that (ii) any such sale or other transfer is effected in accordance with any applicable securities laws and that the (iii) each Proposed Transferee agrees in a writing in form reasonably satisfactory delivered to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of purchased by or otherwise transferred to such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth to make them more favorable to the Proposed Transferee (in the Noticeany respect), a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. Notwithstanding anything contained herein to the contrary, it is hereby acknowledged and agreed that Holder shall have no right to transfer to any third party other than the Company as provided herein any of the Shares that remain subject to the Repurchase Option. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this Section 173(b) and (B) approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to that the applicable Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, ; provided that any such sale or other transfer is also effected in accordance with the Bylaw Provisions and any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including Bylaw Provisions and the provisions of this Agreement, including this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferredRefusal.

Holder’s Right to Transfer. If all of the Shares proposed in the -------------------------- Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice; provided, provided however, that such sale or other transfer is consummated within sixty (60) days after the date of the Notice; and provided further, however that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 176, then the Holder may sell or otherwise transfer such Offered Shares or the remaining Offered Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty forty-five (6045) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Offered Shares in the hands of purchased by such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173.3, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees and any spouse executes an endorsement in writing in the form reasonably satisfactory to the Company attached as Exhibit Error! Reference source not found., acknowledging that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed TransfereeTransferee (an "Endorsement"). If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this Section 17Agreement approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to that the applicable Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, ; provided that any such sale or other transfer is also effected in accordance with the Bylaw Provisions and any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including Bylaw Provisions and the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferredRefusal.

Holder’s Right to Transfer. If all of the Shares proposed in -------------------------- the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice; provided, provided however, that such sale or other transfer is consummated within sixty (60) days after the date of the Notice; and provided further, however that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Warrants or Converted -------------------------- Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or or its assignee(s) as provided in this Section 17Section, then the Holder may sell or otherwise transfer such Warrants or Converted Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Warrants or Converted Shares in the hands of such Proposed Transferee. If the Warrants or Converted Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or or its assignees shall again be offered the Right of First Refusal before any Warrants or Converted Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173.3, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees and any spouse executes an endorsement in writing in the form reasonably satisfactory to the Company attached as Exhibit A, acknowledging that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed TransfereeTransferee (an "Endorsement"). If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 17Section, then the Holder may sell or otherwise transfer Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including (i) the provisions of this Section 17, and of Section 5 above shall continue to apply to the Shares in the hands of such Proposed TransfereeTransferee and (ii) that such Proposed Transferee will not transfer the Shares any other purchaser or transferee unless such future purchase or transferee agrees in writing to be bound by the provisions of this Section and of Section 5 above. If the Shares described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise transferredTransferred.

Holder’s Right to Transfer. If all of To the extent the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company Parent and/or its assignee(s) as provided in this Section 17Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 90 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee executes each agreement requested by the Parent with respect to such Shares and agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, clause shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the CompanyParent, and the Company Parent and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice; provided, provided however, that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 175(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the -------------------------- Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 171(b), then the Holder may sell or otherwise transfer such any unpurchased Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 1 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 17, 3.3 then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty ninety (6090) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees and any spouse executes an endorsement in writing in the form reasonably satisfactory to the Company attached as Exhibit A, acknowledging that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed TransfereeTransferee (an "Endorsement"). If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased repurchased by the Company and/or or purchased by its assignee(s) Designee as provided in this Section 17Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice and on terms and conditions not more favorable to the Proposed Transferee than those described in the Notice, ; and provided further that any such sale sales or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, period or if the Holder proposes transfer of Shares to change the price or other Proposed Transferee will be on terms set forth and conditions more favorable than those described in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal for the repurchase of the Shares or to designate a Designee to purchase the Shares, before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.otherwise

Holder’s Right to Transfer. If all the shares of the Shares Common Stock proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 175.3, then the Holder may sell or otherwise transfer Transfer such Shares shares of Common Stock to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer Transfer is consummated within sixty one hundred twenty (60120) days after the date of the Notice, Notice and provided further that any such sale or other transfer Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 5.3 shall continue to apply to the Shares shares of Common Stock in the hands of such Proposed Transferee. If the Shares shares of Common Stock described in the Notice are not transferred Transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as provided herein before any Shares shares of Common Stock held by the Holder may be sold or otherwise transferredTransferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 178(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Notice, price; provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, ; and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 8 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth to make them more favorable to the Proposed Transferee than described in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 175, then subject to any rights the Purchasers may have to purchase the Shares pursuant to that Shareholder Agreement by and among the Company, the Founder, certain members of the Company's management and the Purchasers, the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 5 and Section 7 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal in accordance with this Section 5 before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or Company, its assignee(s) and/or the Stockholders as provided in this Section 173(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Refusal Right Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice, Refusal Right Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Refusal Right Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Refusal Right Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 173(a), then the Holder may sell or otherwise transfer such any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in Section 1 or the Investors as provided in this Section 172, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice, Company Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, Agreement shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees and the Investors shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Holder’s Right to Transfer. If all any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this Section 173(b) and (B) approved by the Company to be transferred, then the Holder may sell or otherwise transfer such any unpurchased Shares to that the Proposed Transferee at the Offered Transfer Purchase Price or at a higher price and on the other terms and conditions set forth in the Noticeprice, provided that such sale or other transfer is consummated within sixty (60) 120 days after the date of the Notice, Notice and provided further that any such sale or other transfer is effected in accordance with [the transfer restrictions set forth in the [Company’s Bylaws] AND/OR [, the Plan] and] any applicable securities laws Applicable Laws and that the Proposed Transferee agrees in writing in form reasonably satisfactory to the Company that the Agreement, including the provisions of this Section 17, 3 and the waiver of statutory information rights in Section 10 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms set forth in to make them more favorable to the NoticeProposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferredRefusal.