(c) Purchase Price. The purchase price (Purchase Price) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.
(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.
(e) Holders 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, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 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 that the provisions of this Section 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, 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.
(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionees lifetime or on the Optionees death by will or intestacy to the Optionees immediate family or a trust for the benefit of the Optionees immediate family shall be exempt from the provisions of this Section. Immediate Family as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.
(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.
(h) Stockholders Agreement; Preemption. The Optionee hereby agrees to enter into and become a party to any stockholders or similar agreement to which the Company is a party, including the Amended and Restated Stockholders Agreement dated December 31, 2014, among the Company and certain stockholders of the Company, as any such agreement may be amended, restated, supplemented, or otherwise modified from time to time (as applicable, the Stockholders Agreement). In furtherance of the foregoing, the Optionee hereby irrevocably constitutes and appoints the Company and any officer or agent thereof, with full power of substitution, as his true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Optionee and in the name of the Optionee, from time to time in the Companys discretion, for the limited purpose executing and delivering the Stockholders Agreement or a joinder thereto on behalf of the Optionee. All powers, authorizations and agencies contained in this Section 5(h) are coupled with an interest and are irrevocable. If the Optionee has entered into the Stockholders Agreement and remains bound by the terms thereof, then any proposed sale, pledge or other transfer to a third party of any Shares, or any interest in