Common use of Company Right of First Offer Clause in Contracts

Company Right of First Offer. (a) In the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transfer, then such Stockholder shall give the Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transfer, the Company shall (x) promptly send a copy of such notice to, or otherwise notify, each Stockholder and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by the Company to the transferring Stockholder within ninety (90) days of the Company's receipt of notice from such Stockholder or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer. (b) The closing of the purchase and sale of the Subject Securities shall be held at the principal office of the Company on a date to be established by the Company in its notice of its election to purchase the Subject Securities, which in no event shall be less than ten (10) days nor more than thirty (30) days after the date on which the Company sends its notice of election to purchase.

Company Right of First Offer. No holder of Preferred Stock (or a Permitted Transferee, as defined below) may sell or dispose, for value, of any interest (a "Proposed Sale"), in any shares of Preferred Stock (the "Shares"), other than to a Permitted Transferee, unless such holder (the "Selling Holder") delivers a notice (the "Notice") to the Company at least 10 business days prior to the Proposed Sale setting forth the material terms and conditions of the Proposed Sale including, without limitation, the number of Shares proposed to be sold or transferred, and the form and amount of consideration to be paid. (a) In At any time within 10 business days from the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transfer, then date such Stockholder shall give the Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt Notice is received by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transferCompany, the Company shall have the right to deliver to the Selling Holder notice of its irrevocable commitment to purchase all (xbut not less than all) promptly send a copy of the Shares at the same price and upon the same terms as the Selling Holder proposes to sell the Shares in the Notice. If the Company delivers to the Selling Holder notice of such notice toirrevocable commitment within such 10-business-day period, or otherwise notify, each Stockholder and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by the Company and the Selling Holder agree to execute a definitive agreement with respect to the transferring Stockholder Proposed Sale within ninety (90) 45 days from the date of the Company's receipt notice. If the Company does not deliver to the Selling Holder notice of notice such irrevocable commitment within such 10-business-day period, then the Selling Holder shall have 90 days from the end of such Stockholder orperiod within which to sell the Shares upon terms not materially less favorable to the Selling Holder than those terms set forth in the Notice. If such 90-day period shall expire without such a sale having been consummated, failing such receiptor if the Selling Holder proposes to sell the Shares upon terms materially less favorable to the Selling Holder than those terms set forth in the Notice, the Company's obtaining actual knowledge of such proposed transferSelling Holder shall again comply with the procedures set forth in this Section 2.6. (b) The closing of the purchase and sale of the Subject Securities shall be held at the principal office of the Company on a date to be established by the Company in its notice of its election to purchase the Subject Securities, which in no event shall be less than ten (10) days nor more than thirty (30) days after the date on which the Company sends its notice of election to purchase.

Company Right of First Offer. (a) In If at any time one or more of the event Purchasers (each a “Selling Purchaser”) desires to sell all or any portion of its Warrants or Warrant Shares and the number of shares of Common Stock underlying the Warrants or the number of Warrant Shares that are intended to be sold is greater than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason 1,000,000 shares of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transferCommon Stock, then such Stockholder the Selling Purchaser shall first give written notice of its desire to sell (a “First Offer Notice”) to the Company written notice thereof as soon as practicable, but in no event later than promptly after setting forth the occurrence amount of such event, stating the number and type of Equity Securities Warrants or Warrant Shares it desires to be transferred sell (the "Subject “Offered Securities"”), the terms of such proposed transfer, the identity . Following delivery of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transferFirst Offer Notice, the Company shall have seven Business Days to provide a written offer (xwhich right may be assigned in the Company’s sole discretion to any other Person) promptly send a copy (the “Company Offer,” and written notice of such notice tooffer, or otherwise notify, each Stockholder and (ythe “Company Offer Notice”) have a first right to purchase some or all (but not less than all) of the Subject Offered Securities (for cash at the Company's option) at the a price and on the such other terms applicable to and conditions specified in such proposed transfer, which right shall be exercised by written notice given by the Company to the transferring Stockholder within ninety (90) days of the Company's receipt of notice from such Stockholder or, failing such receipt, the Company's obtaining actual knowledge of such proposed transferOffer Notice. (b) The closing of Selling Purchaser shall have seven Business Days to elect whether to accept the purchase and Company Offer. If the Company Offer is accepted by the Selling Purchaser, any sale of the Subject Offered Securities to the Company under this Section 4.10 shall be held at the principal office of the Company on a date to be established by the Company in its notice of its election to purchase the Subject Securities, which in consummated no event shall be less later than ten (10) days nor more than thirty (30) days five Business Days after the date on which that the Company sends its notice Offer is accepted by the Selling Purchaser in writing. (c) If the Company does not deliver a Company Offer within the time period set forth in Section 4.10(a), or if the Selling Purchaser does not accept the Company Offer, the Selling Purchaser may sell the Offered Securities to a third party (“Third Party”) for cash consideration not less than 100% of election the price set forth in the Company Offer Notice, provided that a definitive agreement with respect to purchasesuch sale is entered into not later than 30 days from the expiration of the seven Business Day period referred to in the first sentence of Section 4.10(b), with the closing to be held not later than 30 days from the date thereof; if, however, the Offered Securities are not so transferred within that period, then this Section 4.10 shall again apply to any future sales of the Warrants or the Warrant Shares under the circumstances set forth above in this Section 4.10. Upon completion of any sale of the Warrants or the Warrant Shares to a Third Party pursuant this Section 4.10, such Third Party shall be entitled to all the benefits, and shall become subject to all of the obligations, of the Selling Purchaser hereunder and shall agree to be bound by all of the applicable provisions hereof. (d) The provisions of this Section 4.10 shall not apply to any proposed sale or transfer of Warrants or Warrant Shares pursuant to clauses (A), (B) or (D) of Section 4.1(a) or to Affiliates of the Purchasers which is effected pursuant to the last paragraph of Section 4.1(a).

Company Right of First Offer. No holder of Series D Stock (or a Permitted Transferee, as defined below) may sell or dispose, for value, of any interest (a "Proposed Sale"), in any shares of Series D Stock (the "Shares"), other than to a Permitted Transferee, unless such holder (the "Selling Holder") delivers a notice (the "Notice") to the Company at least 10 business days prior to the Proposed Sale setting forth the material terms and conditions of the Proposed Sale including, without limitation, the number of Shares proposed to be sold or transferred, and the form and amount of consideration to be paid. (a) In At any time within 10 business days from the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transfer, then date such Stockholder shall give the Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt Notice is received by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transferCompany, the Company shall have the right to deliver to the Selling Holder notice of its irrevocable commitment to purchase all (xbut not less than all) promptly send a copy of the Shares at the same price and upon the same terms as the Selling Holder proposes to sell the Shares in the Notice. If the Company delivers to the Selling Holder notice of such notice toirrevocable commitment within such 10-business-day period, or otherwise notify, each Stockholder and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by the Company and the Selling Holder agree to execute a definitive agreement with respect to the transferring Stockholder Proposed Sale within ninety (90) 45 days from the date of the Company's receipt notice. If the Company does not deliver to the Selling Holder notice of notice such irrevocable commitment within such 10-business-day period, then the Selling Holder shall have 90 days from the end of such Stockholder orperiod within which to sell the Shares upon terms not materially less favorable to the Selling Holder than those terms set forth in the Notice. If such 90-day period shall expire without such a sale having been consummated, failing such receiptor if the Selling Holder proposes to sell the Shares upon terms materially less favorable to the Selling Holder than those terms set forth in the Notice, the Company's obtaining actual knowledge of such proposed transferSelling Holder shall again comply with the procedures set forth in this Section 2.2. (b) The closing of the purchase and sale of the Subject Securities shall be held at the principal office of the Company on a date to be established by the Company in its notice of its election to purchase the Subject Securities, which in no event shall be less than ten (10) days nor more than thirty (30) days after the date on which the Company sends its notice of election to purchase.