Common use of Company’s Right of First Offer Clause in Contracts

Company’s Right of First Offer. (a) The Company shall have an option for a period of ten (10) days from delivery of the Offer Notice (the “Option Period”) to elect to offer to purchase all or any portion of the Offered Securities. The Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to (i) the number of such Offered Securities that it wishes to purchase (the “Elected Securities”), (ii) the per share or per Note cash purchase price that it proposes to pay the Holder for such Elected Securities (the “Offer Price”) and (iii) the material terms and conditions upon which the proposed purchase would be made. The Option Exercise Notice shall constitute an offer to purchase the number of Elected Securities indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in part, the offer (if any) made by the Company in the Option Exercise Notice. (b) If the Holder does not accept the Company’s offer, the Holder shall be entitled to Transfer all or any portion of the Offered Securities, subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III. (c) If the Company (x) does not deliver an Option Exercise Notice to the Holder before the expiration of the Option Period, or (y) elects to offer to purchase less than all of such Offered Securities, the Holder shall be entitled to Transfer (1) all or any portion of the Offered Securities (in the case of clause (x) above), or (2) any portion of the Offered Securities that do not constitute Elected Securities (in the case of clause (y) above), in each case subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on any terms and conditions; provided, that such Transfer of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III.

Company’s Right of First Offer. (a) The Company shall have an option for a period of ten (10) days from delivery of the Offer Notice (the “Option Period”) to elect to offer to purchase all or any portion of the Offered Securities. The Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to (i) the number of such Offered Securities that it wishes to purchase (the “Elected Securities”), (ii) the per share or per Note Debenture cash purchase price that it proposes to pay the Holder for such Elected Securities (the “Offer Price”) and (iii) the material terms and conditions upon which the proposed purchase would be made. The Option Exercise Notice shall constitute an offer to purchase the number of Elected Securities indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in part, the offer (if any) made by the Company in the Option Exercise Notice. (b) If the Holder does not accept the Company’s offer, the Holder shall be entitled to Transfer all or any portion of the Offered Securities, subject to the other terms of this Agreement (including Section 2.2 5.5(a) and Section 5.5(a)2.2), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III. (c) If the Company (x) does not deliver an Option Exercise Notice to the Holder before the expiration of the Option Period, or (y) elects to offer to purchase less than all of such Offered Securities, the Holder shall be entitled to Transfer (1) all or any portion of the Offered Securities (in the case of clause (x) above), or (2) any portion of the Offered Securities that do not constitute Elected Securities (in the case of clause (y) above), in each case subject to the other terms of this Agreement (including Section 2.2 5.5(a) and Section 5.5(a)2.2), to a purchaser or purchasers on any terms and conditions; provided, that such Transfer of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III.

Company’s Right of First Offer. Except as otherwise provided in Sections 2.3, 2.4, 2.5 and 2.7 hereof, in the event that a Financial Sponsor or other Stockholder (aother than an Employee Stockholder) The (an "Offeror") desires to Transfer any or all of its ARC Holdings Common Stock or ARC Holdings Common Stock Equivalents (collectively, the "Offered Securities"), to any Person who is not an Affiliate of the Offeror (a "Third-Party Purchaser"), such Offeror shall first notify the Company and each of the Financial Sponsors (other than the Offeror, if the Offeror shall be a Financial Sponsor) in writing of its desire to Transfer Offered Securities, the number of Offered Securities and the proposed cash purchase price and other terms of Transfer ("Offeror's Transfer Notice"). Upon receipt of the Offeror's Transfer Notice, the Company shall have an option for a period of ten (10) days from delivery of the Offer Notice (the “Option Period”) to elect to offer to purchase all or any portion of the Offered Securities. The Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to (i) the number of such Offered Securities that it wishes right to purchase (exercisable by written notice to the “Elected Securities”)Offeror within 20 days after receipt of the Offeror's Transfer Notice) all, (ii) the per share or per Note cash purchase price that it proposes to pay the Holder for such Elected Securities (the “Offer Price”) and (iii) the material terms and conditions upon which the proposed purchase would be made. The Option Exercise Notice shall constitute an offer to purchase the number of Elected Securities indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in partless than all, the offer (if any) made by the Company in the Option Exercise Notice. (b) If the Holder does not accept the Company’s offer, the Holder shall be entitled to Transfer all or any portion of the Offered Securities, subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities to at the purchaser or purchasers is completed within one hundred twenty (120) days after cash purchase price and the other terms specified in the Offeror's Transfer Notice. Upon delivery of the Offer Notice Offeror's Transfer Notice, the offer made therein to the CompanyCompany and the Financial Sponsors shall be irrevocable unless and until the rights to purchase provided for in this Section 2.2(1) and Section 2.2(2) have been waived or shall have expired in accordance with this Agreement. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III. (c) If the Company (x) does not deliver an Option Exercise Notice to the Holder before the expiration of the Option Period, or (y) elects to offer desires to purchase less than all of such Offered Securities, the Holder shall be entitled to Transfer (1) all or any portion of the Offered Securities (in hereunder, the case of clause (x) above), or (2) any portion Company will give written notice thereof to the Offeror and to the Financial Sponsors within 20 days following receipt of the Offered Securities that do not constitute Elected Securities (Offeror's Transfer Notice. The failure to respond within the time periods set forth in the case this Section 2.2(1) shall be deemed to be a rejection of clause (y) above), in each case subject such offer made pursuant to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on any terms and conditions; provided, that such Offeror's Transfer of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article IIINotice.

Company’s Right of First Offer. The Seller may not Transfer all or any part of the Notes, other than pursuant to Section 7.1 (ab) and (c), except after full compliance with the right of first offer procedures set forth below: a. The Seller must first offer to sell the Notes it desires to sell (the "OFFERED SECURITIES") to the Company at a price and on terms and conditions determined by the Seller and specified in the written notice in which the offer is made (the "OFFER"). The Company shall have an option for a period of ten (10) 30 days from delivery of after the Offer Notice (is made to accept the “Option Period”) Offer by written notice to elect to offer to purchase all or any portion of the Offered Securities. The Seller. b. If the Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to (i) the number of such Offered Securities that it wishes elects to purchase (the “Elected Securities”), (iion its behalf or on behalf of others) the per share or per Note cash purchase price that it proposes to pay the Holder for such Elected Securities (the “Offer Price”) and (iii) the material terms and conditions upon which the proposed purchase would be made. The Option Exercise Notice shall constitute an offer to purchase the number of Elected Securities indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in part, the offer (if any) made by the Company in the Option Exercise Notice. (b) If the Holder does not accept the Company’s offer, the Holder shall be entitled to Transfer all or any portion of the Offered Securities, subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any closing of the sale of such Offered Securities without again fully complying will be held at the Company's principal office in New York on a date to be specified by the Company in its acceptance of the Offer which is not less than 10 days nor more than 60 days after the end of the 30-day period in which the Offer could be accepted. At the Closing, the Company will deliver the consideration in accordance with the provisions of this Article III. (c) If the Company (x) does not deliver an Option Exercise Notice to the Holder before the expiration terms of the Option PeriodOffer, or (y) elects to offer to purchase less than all of such Offered Securities, and the Holder shall be entitled to Transfer (1) all or any portion of the Offered Securities (in the case of clause (x) above), or (2) any portion of the Offered Securities that do not constitute Elected Securities (in the case of clause (y) above), in each case subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on any terms and conditions; provided, that such Transfer of Seller will deliver the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery Company, duly endorsed for transfer, free and clear of all liens, claims and encumbrances. c. If the Offer Notice Company does not elect to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer purchase all of the Offered Securities, the Holder shall no longer Seller will be permitted free for a period of 90 days after the last day for such acceptance to Transfer any sell, assign or transfer all, but not less than all, of such the Offered Securities to a third party for a price and on terms no more favorable to the third party than those contained in the Offer. If the Offered Securities are not so sold within that 90-day period, all rights to sell the Offered Securities to a third party (without again fully complying making another offer to the Company pursuant to this Section 7.2) will terminate and the provisions of this Section 7.2 will continue to apply to any proposed future Transfer, other than Transfers pursuant to Section 7.1 (b) and (c). d. Notwithstanding the foregoing, in the event that the Company fails to close the purchase of the Offered Securities on the date specified in its notice of acceptance, the Seller shall be entitled, for a period of 120 days from the closing date originally set by the Company in its acceptance of the Offer, to sell the Offered Securities at any reasonably negotiated price to any third party without having to further comply with the provisions of this Article IIISection 7.2; PROVIDED, HOWEVER, that in the event that the Company's failure to close the purchase is due to an order, injunction or other similar mandate from a regulatory body of competent jurisdiction and the Company is using its best efforts to cause such order, injunction or mandate, as the case may be, to not apply to the purchase of the Offered Securities, then the Company shall have until the earlier of (i) the expiration of 30 days from the closing date originally set by the Company in its acceptance or (ii) such time as the order, injunction or mandate becomes final and non-appealable, in which to close the purchase of the Offered Securities before the provisions of this clause (d) become applicable.

Company’s Right of First Offer. Each time an Investor, or any successor thereto, proposes to transfer or dispose of any Shares (as defined in Section 2.4) it shall first offer such Shares to the Company in accordance with the following provisions: (a) The Company Investor shall have an option for deliver a period of ten notice by certified mail (10) days from delivery of the Offer Notice (the “Option Period”"Notice") to elect to offer to purchase all or any portion of the Offered Securities. The Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to stating (i) its bona fide intention to transfer such Shares, (ii) the number of such Offered Securities that it wishes Shares to purchase (the “Elected Securities”)be transferred, (ii) the per share or per Note cash purchase price that it proposes to pay the Holder for such Elected Securities (the “Offer Price”) and (iii) the material terms price and conditions terms, if any, upon which the proposed it proposes to transfer such Shares. Such offer must be stated in terms of a cash purchase would price, or cash and debt payable in cash. Offers which call for payment in kind, or for exchange of property in kind, shall be made. The Option Exercise Notice invalid for purposes of this Agreement and shall constitute not be permissible by an offer to purchase the number of Elected Securities indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in part, the offer (if any) made by the Company in the Option Exercise NoticeInvestor. (b) If Within twenty (20) calendar days after receipt of the Holder does not accept the Company’s offerNotice, the Holder shall be entitled Company may elect to Transfer all or purchase, at the price and on the terms specified in the Notice, any portion of the Offered Securities, subject to the other terms of this Agreement (including Section 2.2 and Section 5.5(a)), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth Shares specified in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article IIINotice. (c) If The Investor may, during the Company ninety (x90) does not deliver an Option Exercise Notice to the Holder before day period following the expiration of the Option Periodperiod provided in Section 3.12(b) hereof, sell the remaining Shares to any third party on the price and terms specified in the Notice. If the Investor does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Company in accordance herewith. (d) The right of first offer in this Section 3.12 shall terminate upon the earlier of: (i) the closing of the IPO; (ii) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or consolidation, either of which result in the holders of the outstanding shares of the Company's capital stock receiving solely cash from the acquiring entity or its affiliates; or (iii) the acquisition of the Company by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of the Company's capital stock for securities issued or caused to be issued by the acquiring entity or its affiliates in a transaction in which the holders of the Company's capital stock immediately prior to the transaction own less than a majority of all of the capital stock of the acquiring entity after the transaction. (e) The right of first offer in this Section 3.12 shall not be applicable to any sale or transfer of Shares (i) by an Investor pursuant to a bona fide, firmly underwritten public offering, (ii) pursuant to a merger, consolidation or exchange of stock of the Company, or (yiii) elects to offer to purchase less than all the partners or retired partners or other affiliates of an Investor (including spouses and ancestors, lineal descendants and siblings of such Offered Securitiespartners or affiliates or spouses who acquire Shares by gift, the Holder shall be entitled will or intestate succession); provided that, with regard to Transfer (1) all or any portion of the Offered Securities (transfers described in the case of clause (x) aboveiii), or (2) any portion of all assignees and transferees agree to be bound by the Offered Securities that do not constitute Elected Securities (in the case of clause (y) above), in each case subject to the other terms of this Agreement Agreement. (including f) The right of first offer set forth in this Section 2.2 and Section 5.5(a))3.12 may not be assigned or transferred by Company, to a purchaser or purchasers on any terms and conditions; provided, except that such Transfer right is assignable by the Company to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Offered Securities to the purchaser Act, controlling, controlled by, or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to under common control with, the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered Securities, the Holder shall no longer be permitted to Transfer any of such Offered Securities without again fully complying with the provisions of this Article III.

Company’s Right of First Offer. (a) The Company shall have an option for a period of ten (10) days from delivery of the Offer Notice (the “Option Period”) to elect to offer to purchase all or any portion of the Offered SecuritiesInstruments. The Company may exercise such election option by notifying the Holder in writing before expiration of the Option Period (the “Option Exercise Notice”) as to (i) the number of such Offered Securities Instruments that it wishes to purchase (the “Elected SecuritiesInstruments”), (ii) the per share or per Note cash purchase price that it proposes to pay the Holder for such Elected Securities Instruments (the “Offer Price”) and (iii) the material terms and conditions upon which the proposed purchase would be made. The Option Exercise Notice shall constitute an offer to purchase the number of Elected Securities Instruments indicated in the Option Exercise Notice from the Holder at the cash Offer Price and on the other terms and conditions set forth in the Option Exercise Notice. The Holder shall have ten (10) days to accept, in writing, in whole and not in part, the offer (if any) made by the Company in the Option Exercise Notice. (b) If the Holder does not accept the Company’s offer, the Holder shall be entitled to Transfer all or any portion of the Offered SecuritiesInstruments, subject to the other terms of this Agreement (including Section 2.2 2.02 and Section 5.5(a5.05(a)), to a purchaser or purchasers on terms and conditions that are not less favorable to the Holder than those set forth in the Option Exercise Notice (and that are no more favorable to the purchaser or purchasers) in the Holder’s reasonable judgment; provided, that such Transfer of all or any portion of the Offered Securities Instruments to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered SecuritiesInstruments, the Holder shall no longer be permitted to Transfer any of such Offered Securities Instruments without again fully complying with the provisions of this Article III3. (c) If the Company (x) does not deliver an Option Exercise Notice to the Holder before the expiration of the Option Period, or (y) elects to offer to purchase less than all of such Offered SecuritiesInstruments, the Holder shall be entitled to Transfer (1) all or any portion of the Offered Securities Instruments (in the case of clause (x) above), or (2) any portion of the Offered Securities Instruments that do not constitute Elected Securities Instruments (in the case of clause (y) above), in each case subject to the other terms of this Agreement (including Section 2.2 2.02 and Section 5.5(a5.05(a)), to a purchaser or purchasers on any terms and conditions; provided, that such Transfer of the Offered Securities Instruments to the purchaser or purchasers is completed within one hundred twenty (120) days after delivery of the Offer Notice to the Company. If at the end of the one hundred twenty (120) day period, the Holder has not completed the Transfer of the Offered SecuritiesInstruments, the Holder shall no longer be permitted to Transfer any of such Offered Securities Instruments without again fully complying with the provisions of this Article III3. (d) Notwithstanding the foregoing, the Company shall not have the right to purchase all or any portion of any Common Stock constituting Offered Instruments pursuant to Section 3.02(a) if the Holder elects to Transfer such Common Stock in an open market transaction at the then current market price of such Common Stock.