Common use of Exercise of First Refusal Right Clause in Contracts

Exercise of First Refusal Right. The Company shall, for a period of 45 days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms not materially different from those specified in the Disposition Notice to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to Owner prior to the expiration of the 45-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company shall effect the repurchase of such shares, including payment of the purchase price, not more than 15 business days after delivery of the Exercise Notice; and at such time the certificates representing the Target Shares shall be delivered to the Company. If the purchase price specified in the Disposition Notice is payable in property other than cash or evidences of indebtedness, the Company shall have the right to pay the purchase price in cash equal in amount to the value of such property. If Owner and the Company cannot agree on such cash value within 30 days after the Company’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Company or, if they cannot agree on an appraiser within 45 days after the Company’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Company. The closing shall then be held on the later of (i) the 15th business day following delivery of the Exercise Notice or (ii) the 15th business day after such valuation shall have been made.

Exercise of First Refusal Right. 1. The Company shallshall notify Participant, for a period of 45 days following receipt in writing, of the Disposition Notice, have the Company’s exercise of its right to repurchase any the Stock specified in Participant’s notice of sale or all other transfer. Such notice shall be signed by the President of the Target Shares subject Company. 2. As promptly as practicable after the Company’s exercise of its right to repurchase the Disposition Notice upon the same terms as those specified therein or upon such other terms not materially different from those Stock specified in the Disposition Notice to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to Owner prior to the expiration of the 45-day exercise period. If such right is exercised with respect to all the Target SharesParticipant’s notice, then the Company shall effect the repurchase of such shares, including deliver to Participant a lump-sum cash payment of equal to the purchase priceprice determined under Section I(C) below, not more than 15 business days after delivery of and Participant shall deliver the Exercise Notice; and at such time the stock certificates representing the Target Shares shall be delivered such Stock, properly endorsed for transfer in blank, to the CompanyCompany for cancellation. 3. If the purchase price Company notifies Participant, in writing, that the Company will not exercise its right to repurchase the Stock specified in Participant’s notice, or if the Disposition Notice is payable in property other than cash or evidences of indebtednessBoard fails to exercise the Company’s right to repurchase such Stock during the thirty-day period described above, the Company Company’s right to repurchase such Stock will lapse and Participant shall have the right to pay sell or transfer the purchase price Stock specified in cash equal in amount Participant’s notice for a period of sixty (60) days thereafter, subject to the value of such propertyany restrictions imposed by applicable securities laws. If Owner and Participant does not sell or transfer such Stock within this sixty-day period, all of the provisions of this Section I shall again apply. 4. If the Company cannotifies Participant, in writing, that the Company will not agree on such cash value within 30 days after exercise its right to repurchase the Stock specified in Participant’s notice, or if the Company fails to exercise the Company’s receipt right to repurchase such Stock during the thirty-day period described above, and such Stock is subsequently sold or otherwise transferred, the restrictions contained in this Section I shall not apply to the Stock so transferred; provided, however, the purchaser or transferee shall be subject to all restrictions that generally apply to shareholders of the Disposition NoticeCompany, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Company or, if they canincluding but not agree on an appraiser within 45 days after the Company’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Company. The closing shall then be held limited to restrictions on the later pledge, encumbrance, sale, assignment, transfer, gift, or disposition of (i) the 15th business day following delivery of the Exercise Notice or (ii) the 15th business day after such valuation shall have been madeany Stock.

Exercise of First Refusal Right. The Company (or its assignees) ------------------------------- shall, for a period of 45 thirty (30) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms not materially different from those specified in the Disposition Notice to which Owner consentsupon substantially the same terms and conditions specified therein. Such right shall be exercisable by delivery of written notice (the “"Exercise Notice”") delivered to Owner Xxxxxxx prior to the expiration of the 45-thirty (30) day exercise period. If such right is exercised with respect to all of the Target SharesShares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such sharesTarget Shares, including payment of the purchase price, not more than 15 business ten (10) days after delivery of the Exercise Notice; and at such time Xxxxxxx shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. To the extent any of the Target Shares are at the time held in escrow under Section 5, the certificates for such shares shall automatically be delivered released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's Common Stock. If Should the purchase price specified in the Disposition Notice is be payable in property other than cash or evidences evidence of indebtedness, the Company (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner Xxxxxxx and the Company (or its assignees) cannot agree on such cash value within 30 ten (10) days after the Company’s 's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner Xxxxxxx and the Company (or its assignees), or, if they cannot agree on an appraiser within 45 twenty (20) days after the Company’s 's receipt of the Disposition Notice, each shall select an appraiser of or recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner the Company and the CompanyXxxxxxx. The closing shall then be held on the later latter of (i) the 15th fifth (5th) business day following delivery of the Exercise Notice or (ii) the 15th business fifteenth (15th) day after such cash valuation shall have been made.

Exercise of First Refusal Right. The Company Corporation shall, for a period of 45 twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all all, but not less than all, of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the “"Exercise Notice”") to Owner prior to the expiration of the 45twenty-day five (25)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company Corporation shall effect the repurchase of such shares, including payment of the purchase price, not more than 15 five (5) business days after delivery of the Exercise Notice; and at such . At that time the certificates representing the Target Shares shall be delivered to the CompanyCorporation. If Should the purchase price specified in the Disposition Notice is be payable in property other than cash or evidences of indebtedness, the Company Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Company Corporation cannot agree on such cash value within 30 ten (10) days after the Company’s Corporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Company Corporation or, if they cannot agree on an appraiser within 45 twenty (20) days after the Company’s Corporation's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the CompanyCorporation. The closing shall then be held on the later of fifth (i5th) the 15th business day following delivery of the Exercise Notice or (ii) the 15th business day after such valuation shall have of the Target Shares to be purchased has been madeagreed upon or determined by appraisal as set forth herein.