Common use of Company’s Option to Purchase Clause in Contracts

Company’s Option to Purchase. (a) The Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option no later than 15 days after such Seller’s Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written notice to the Selling Restricted Stockholder. (b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted Stockholder, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor (the “Investor Notice”). The Investor Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “Remaining Shares”). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted Stockholder, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors consummate their purchases of Offered Shares under Section 3.5 hereof. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when exercising their options under Sections 3.4 and 3.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, the Company and/or the Investors acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Investors shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (ai) The Company shall have the first option right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (the “Company Purchase Right Period”), to purchase all or any part portion of the Offered Shares of a Selling Restricted Stockholder for upon the consideration per share and on the same terms and conditions no less favorable than those specified as set forth in the Seller’s Notice. The Transfer Notice (“Company must exercise such option no later than 15 days after such Seller’s Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written Right of First Refusal”), and the Selling Shareholder shall, upon receipt of the notice of purchase from the Company, sell the Offered Shares to the Selling Restricted Stockholder. (b) In the event Company pursuant to such terms. If the Company does not exercise its option within gives the Selling Shareholder notice that it desires to purchase such 15-day period with respect to all Offered Shares, then payment for the Offered Shares shall be by check or part wire transfer, against allotment of the Offered Shares to be purchased, at a place agreed upon between the Company and the Selling Shareholder and at the time of a the scheduled closing therefor, which shall be no later than thirty (30) Business Days after the Selling Restricted StockholderShareholder’s receipt of the Company’s notice of purchase. Upon completion of the Transfer of the Offered Shares to the Company pursuant to this Section 6.3(a)(i), the Secretary Company shall procure that the Offered Shares are forthwith cancelled. (ii) If the Company has declined to purchase or failed to exercise its Company Right of First Refusal with respect to any portion of the Offered Shares in connection with a Transfer pursuant to the subsection (i) above, the Selling Shareholder shall, within five (5) Business Days after the expiration of the Company shallPurchase Right Period, by the last day of such period, give written notice of that fact deliver to each Investor Preferred Shareholder a notice (the “Investor Secondary Transfer Notice”). The Investor ) which shall include all of the information and certifications required in a Transfer Notice and shall specify in addition identify the number of Offered Shares of a Selling Restricted Stockholder not purchased by with respect to which the Company has declined to purchase or failed to exercise its Company Right of First Refusal (the “Remaining Shares”). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted Stockholder, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors consummate their purchases of Offered Shares under Section 3.5 hereof. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when exercising their options under Sections 3.4 and 3.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, the Company and/or the Investors acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Investors shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (a) The Subject to Section 6(a) of this Article V, the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must shall be entitled to exercise such option no later than option, within 15 days after following delivery of such Seller’s Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written notice to the Selling Restricted StockholderNotice. (b) In the event the Company does not exercise its option within such 15-15 day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor the Purchasers (the “Investor "Purchasers Notice”"). The Investor Purchasers Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “"Remaining Shares”"). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-15 day period or (ii) the date that the Investors Purchasers consummate their purchases purchase of Offered Shares under Section 3.5 hereof.5(b) of this Article V. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Purchasers exercising their options under Sections 3.4 4 and 3.5 hereof 5 of this Article V may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Founder and the Company and/or the Investors Purchasers acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor the Investors any Purchasers shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors such Purchasers exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (a) The Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder Securities for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s NoticeNotice of Intended Transfer (except that if the intended Transfer involves a transaction in which the proposed transferee is not paying the full price for the Offered Securities, or if the purchase price is payable other than in cash, the price (or the value of any non-cash consideration) shall be deemed to be the fair market value of the Offered Securities at such time as determined in good faith by the Company's Board of Directors (taking into account the Board's determination of the fair market value of the non-cash consideration), and the price for the Offered Securities as determined by the Notice of Intended Transfer, subject to the adjustments provided for herein, is referred to herein as the "OFFER PRICE"). The Company must may exercise such option no later than 15 days after such Seller’s Notice is deemed under Section 9.7 hereof to have been delivered to it only by giving written notice to the Selling Restricted StockholderTransferring Stockholder sent no later than fifteen (15) business days after receipt of the Notice of Intended Transfer by the Company (the "PRIMARY OPTION PERIOD"). (b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted Stockholder, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor (the “Investor Notice”). The Investor Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “Remaining Shares”). (c) In the event If the Company duly exercises its option to purchase all or any part of the Offered Shares of a Selling Restricted StockholderSecurities, the closing of such purchase shall take place at the offices of the Company on no later than the later of (i) the date that is five days fifth business day after the expiration of the Primary Option Period. At such 15-day period closing, the Company will pay to the Transferring Stockholder in cash the Offer Price of the Offered Securities, against delivery to the Company of a duly endorsed certificate(s) or (ii) other documents representing the date that the Investors consummate their purchases of Offered Shares under Section 3.5 hereofSecurities. (dc) To If the extent that the consideration proposed Company does not exercise its right to be paid by the Offeror for acquire all or any part of the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when exercising their options under Sections 3.4 and 3.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted StockholderSecurities, the Company and/or shall, on or before the Investors acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Investors shall have any right to purchase any last day of the Offered Shares hereunder unless Primary Option Period, send written notice (the Company and/or the Investors exercise their option or options "COMPANY NOTICE") of that fact to purchase all each of the Offered SharesStockholders.

Company’s Option to Purchase. (a) The Subject to Section 5.6, the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option option, no later than 15 days after such Seller’s Notice is deemed under Section 9.7 9(d) hereof to have been delivered to it it, by giving written notice to the Selling Restricted StockholderShareholder. (b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor (the “Investor "Shareholder Notice”") to the other Shareholders (the "Eligible Shareholders"). The Investor Shareholder Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “"Remaining Shares”"). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors Eligible Shareholders consummate their purchases purchase of Offered Remaining Shares under Section 3.5 5.5(c) hereof. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Eligible Shareholders exercising their options under Sections 3.4 5.4 and 3.5 5.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Shareholder and the Company and/or the Investors Eligible Shareholders acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor the Investors Eligible Shareholders shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors Eligible Shareholders exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (ai) The Subject to Section 7(d)(i), the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Offer Notice. The Company must exercise such option by written notice to the Selling Stockholder, no later than 15 10 days after such Seller’s Offer Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written notice to the Selling Restricted Stockholderunder Section 11 hereof. (bii) In the event the Company does not exercise its option within such 1510-day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor the other Stockholders and the Selling Stockholder (the “Investor "Stockholder Offer Notice”"). The Investor Stockholder Offer Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by that the Company elected not to purchase (the “"Remaining Shares”"). (ciii) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 1510-day period or (ii) the date that the Investors Other Stockholders consummate their purchases purchase of Offered Remaining Shares under Section 3.5 7(c)(iii) hereof. (div) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory notenotes, the consideration required to be paid by the Company and/or the Investors when Other Stockholders exercising their options under Sections 3.4 7(b) and 3.5 (c) hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Stockholder and the Company and/or the Investors Other Stockholders acquiring such Offered Shares. (ev) At the closing of such purchase, the Selling Stockholder shall only be required to provide representations and warranties that he has title to the Offered Shares, free and clear of any liens, claims or encumbrances, and that he has the power and authority to sell the Offered Shares and to provide indemnities with respect thereto and shall only be required to sign such stock powers and other documents as may reasonably be requested by the Company or the Other Stockholders, as applicable, with respect to the transfer thereof. (vi) Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor any of the Investors Other Stockholders shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors Other Stockholders exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (a) The Subject to Section 6(a) of this Article V, the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option option, no later than 15 days after such Seller’s Notice is deemed under Section 9.7 hereof 6 of this Article V to have been delivered to it it, by giving written notice to the Selling Restricted StockholderFounder. (b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company 18 19 shall, by the last day of such period, give written notice of that fact to each Investor the Offered Holders (the “Investor "Offered Holders Notice”"). The Investor Offered Holders Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “"Remaining Shares”"). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors Offered Holders consummate their purchases purchase of Offered Shares under Section 3.5 hereof.5(c) of this Article V. (d) To the extent that the consideration proposed to be paid by the Offeror offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Offered Holders exercising their options under Sections 3.4 4 and 3.5 hereof 5 of this Article V may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Founder and the Company and/or the Investors Offered Holders acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor the Investors any Offered Holders shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors such Offered Holders exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (a) 4.1 The Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option option, no later than 15 days after such Seller’s Notice is deemed under Section 9.7 9.4 hereof to have been delivered to it it, by giving written notice to the Selling Restricted Stockholder. (b) 4.2 In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor Purchaser (the “Investor Notice”"COMPANY NOTICE"). The Investor Company Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “Remaining Shares”"REMAINING SHARES"). (c) 4.3 In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors Purchasers consummate their purchases purchase of Offered Shares under Section 3.5 5 hereof. (d) 4.4 To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Purchasers exercising their options under Sections 3.4 4 and 3.5 5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Stockholder and the Company and/or the Investors Purchasers acquiring such Offered Shares. (e) 4.5 Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor the Investors Purchasers shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors Purchasers exercise their option or options to purchase all of the Offered Shares.

Company’s Option to Purchase. (a) The 4.1. Subject to Sections 4.5 and 6.1, the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder or Notes, as the case may be, for the consideration per share and on the same terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must may only exercise such option option, if at all, by written notice to the Initial Selling Stockholder and the other Stockholders no later than 15 days after such Seller’s the Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written notice to the Selling Restricted StockholderCompany. (b) 4.2. In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted Stockholderor Notes, as the Secretary of case may be, the Company shall, by the last day of such period, give written notice of that fact to each Investor the Initial Selling Stockholder and the other Stockholders (the “Investor "Stockholder Notice”"). The Investor Stockholder Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder or Notes, as the case may be, not to be purchased by the Company (the “"Remaining Shares”Shares or Notes"). (c) 4.3. In the event the Company duly exercises its option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholderor Notes, as the case may be, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or period, (ii) the date that the Investors Stockholders consummate their purchases purchase of Offered Remaining Shares or Notes under Section 3.5 hereof5.3 hereof or (iii) the date the Initial Selling Stockholder consummates its sale of the Shares or Notes, as the case may be, to the Offeror. (d) 4.4. To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares or Notes, as the case may be, consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Stockholders exercising their options under Sections 3.4 4 and 3.5 5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Initial Selling Restricted Stockholder, Stockholder and the Company and/or the Investors Stockholders acquiring such Offered SharesShares or Notes, as the case may be. In the event the parties are unable to agree upon the cash value of the property offered in consideration for the Offered Shares or Notes, as the case may be, the value of such property shall be determined by a firm of qualified independent appraisers of recognized national standing selected by the Board of Directors of the Company, whose determination shall be final and binding on all parties. (e) 4.5. Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor any of the Investors Stockholders shall have any right to purchase any of the Offered Shares or Notes, as the case may be, hereunder unless the Company and/or the Investors Stockholders exercise their option or options to purchase all of the Offered SharesShares or Notes, as the case may be.

Company’s Option to Purchase. (a) The Subject to Section 4.6, the Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option option, no later than 15 days after such Seller’s Notice is deemed under Section 9.7 9(d) hereof to have been delivered to it it, by giving written notice to the Selling Restricted StockholderShareholder. (b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted StockholderShares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor (the “Investor "Shareholder Notice”") to the other Shareholders (the "Eligible Shareholders"). The Investor Shareholder Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “"Remaining Shares”"). (c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted StockholderShares, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors Eligible Shareholders consummate their purchases purchase of Offered Remaining Shares under Section 3.5 4.5(c) hereof. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when Eligible Shareholders exercising their options under Sections 3.4 4.4 and 3.5 4.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, Shareholder and the Company and/or the Investors Eligible Shareholders acquiring such Offered Shares. (e) Notwithstanding anything to the contrary in this Agreementherein, neither the Company nor the Investors Eligible Shareholders shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors exercise their option or options to purchase all of the Offered Shares.