5. TRANSFER RESTRICTIONS. You are not permitted and agree that you will not sell, assign, hypothecate, donate, encumber or otherwise dispose of all or any part of the Unvested Shares or any interest in the Unvested Shares while such Shares are subject to the risk of forfeiture described in Section 4(a) above; provided, however, that an interest in the Unvested Shares may be transferred pursuant to a domestic relations order as defined in the Code. In the case of Vested Shares, you will not sell, assign, hypothecate, donate, encumber or otherwise dispose of all or any part of the Vested Shares or any interest in the Vested Shares except in compliance with this Agreement (including, without limitation, Section 6), the Companys bylaws, any shareholders agreement that you may be required to execute, and applicable securities laws. For clarity, no sale, transfer or other disposition of the Vested Shares or any interest in the Vested Shares may occur unless the Company has first determined that such sale, transfer or other disposition is permitted by applicable securities laws (even if otherwise allowed by this Agreement and the Companys corporate governance documents).
6. RIGHT OF FIRST REFUSAL. The Company shall have a right of first refusal, as described below, with respect to any voluntary or involuntary sale, assignment, gift, donation, pledge, or other disposition (each a Transfer) of Vested Shares by you, provided, however, that no such right of first refusal shall exist in the case of a sale, transfer of other disposition by you of Vested Shares to a third-party in connection with a Change in Control transaction. In addition, the term Transfer does not include a transfer of Vested Shares for no consideration to your Immediate Family (as defined below), provided that such Immediate Family Member agrees in writing to hold the Vested Shares so transferred subject to the provisions of this Agreement (including, without limitation, this Section 6), and that there will be no further transfer of such Vested Shares except in accordance with the terms of this Section 6. As used herein, the term Immediate Family will mean your spouse (or domestic partner), the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse (or domestic partner), or the spouse (or domestic partner) of any child, adopted child, grandchild or adopted grandchild of you or your spouse (or domestic partner). If you desire or are required to Transfer some or all of the Vested Shares during your lifetime, you must, before effecting any such Transfer (and to the extent otherwise not precluded by any court or tribunal) offer to sell the Vested Shares proposed for Transfer (the Offered Shares) to the Company by means of a written notice (the Offer Notice) to the Company stating (A) the number of Offered Shares, (B) the name and address of the third party to whom the Offered Shares will be Transferred, and (C) the purchase price and terms of payment for the Offered Shares determined in accordance with the following two sentences. If the proposed Transfer is in a sale in which you will receive something of value for the Offered Shares, the purchase price and terms of payment will be as set forth in a bona-fide offer from a third party to purchase the Offered Shares, but in no event will the Company be required to pay you an amount for the Offered Shares that is in excess of the Fair Market Value of the Offered Shares on the date the Company gives written notice to you electing to exercise its Purchase Right (as defined below) as determined in good faith by the Board. If the proposed Transfer is other than in a sale in which you will not receive something of value for the Offered Shares (such as in an involuntary Transfer, or a gift, donation, or pledge), you shall state in the Offer Notice that no purchase price and terms of payment are being proposed and that the purchase price and terms of payment will be Fair Market Value of the Offered Shares on the date the Company gives written notice to you electing to exercise its Purchase Right as determined in good faith by the Board. For 30 days after the Companys receipt of the Offer Notice under this Section (the Option Period), the Company will have the right (but not the obligation) to purchase all or any portion of the Offered Shares (such right, the Purchase Right). The Company may exercise the Purchase Right by giving written notice to you (or your legal representative) during the Option Period specifying the number of Offered Shares it is electing to purchase. The Company may assign its Purchase Right hereunder in the discretion of the Board and such rights will be cumulative in the event more than one event occurs giving rise to a right. The purchase price with respect to any purchase pursuant to the Purchase Right shall be paid to you in cash by no later than the end of the Option Period (or if the Offer Notice contains terms of payment that provide for payments to be made to you on dates occurring after the Option Period, then the Company may make its payments on those same dates). In the event of a Change in Control, all payments hereunder shall be accelerated to the date of the Change in Control and