Common use of Exercise of Right of First Refusal Clause in Contracts

Exercise of Right of First Refusal. At any time within sixty (60) days after receipt of the Notice (the “Election Period”), the Company may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. In the event the Company does not so elect to purchase any or all of the Award Shares proposed to be transferred, the Company shall promptly provide the Notice to the Stockholders. In such event, at any time within the Election Period, the Stockholders may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. The Stockholders shall have the right to accept the offer to purchase the Award Shares proposed to be transferred for the consideration and on the terms and conditions specified in the Notice, with each Stockholder having the right to acquire its Pro Rata Allotment (as defined below). “Pro Rata Allotment” shall mean with respect to any Award Shares proposed to be transferred, as determined for any Stockholder, the number of such Award Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned of record on the relevant date of determination by such Stockholder (on an as if converted basis), and the denominator of which is the number of shares of Common Stock owned of record on the relevant date of determination by all Stockholders (on a fully-diluted, as if converted basis). Each Stockholder shall have the right to assign its rights under this subsection (b) to the Company, or to the other Stockholders (proportionately, based upon proportions of the Pro Rata Allotment allocated to each Stockholder, excluding the assigning Stockholder).

Exercise of Right of First Refusal. (A) At any time within sixty thirty (6030) days after receipt of the Notice (the “Election Period”)Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase any all, or all a portion, of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection Section 3(b)(iii). (cB) below. In the event If the Company does not so elect to purchase any or acquire all of the Award Shares proposed pursuant to be transferredSection 3(b)(ii)(A), or acquires only a portion of the Shares, the Company Purchaser shall promptly provide the Notice thereupon deliver to the Stockholders. In such event, at any time within the Election Period, the Stockholders may, by giving written notice to the Holder, elect to purchase any or all each of the Award Shares proposed to be transferred to any one or more other stockholders of the Proposed Transferees, at the purchase Company (“Stockholders”) a written offer irrevocable for fifteen (15) days to sell to such Stockholders for a price determined in accordance with subsection Section 3(b)(iii), all, or a portion, of the Shares which the Company has not elected to purchase in the First Inside Offer (c) belowhereinafter referred to as the “Second Inside Offer”), on the same terms and conditions as the First Inside Offer. The Stockholders shall have the right to accept the offer to purchase the Award Shares proposed to be transferred for the consideration and Second Inside Offer on the terms and conditions specified at least a pro rata basis in the Notice, accordance with each Stockholder having the right to acquire its Pro Rata Allotment (as defined below). “Pro Rata Allotment” shall mean with respect to any Award Shares proposed to be transferred, as determined for any Stockholder, the number of such Award Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock capital stock owned by each of record on the relevant date of determination by such Stockholder (on an as if converted basis), and the denominator of which is them in relation to the number of shares of Common Stock capital stock owned by Stockholders other than the Selling Holder, calculated on a fully diluted basis. Each exercising Stockholder shall give written notice to the Selling Holder and to the Company stating the quantity of record shares which such Stockholder desires to purchase (which quantity may exceed the number of shares such Stockholder would be entitled to purchase on the relevant date of determination by a pro rata basis as provided above in this paragraph if all Stockholders (on a fully-diluted, as if converted basisexercised this right). Each If the total number of shares specified in such Stockholders’ notices exceed the number of shares offered in the Second Inside Offer, each exercising Stockholder shall have the right to assign its rights under purchase such portion of the shares offered in the Second Inside Offer on a pro rata basis with all other exercising Stockholders determined as provided above in this subsection (b) paragraph, up to the Company, or number of shares specified in its notice. The shares not so purchased shall be allocated on a pro rata basis determined as provided above in this paragraph among the exercising Stockholders electing to purchase more than their pro rata portions up to the other Stockholders (proportionately, based upon proportions number of shares specified in each exercising Stockholders’ notice to the Pro Rata Allotment allocated to each Stockholder, excluding the assigning Stockholder)Selling Holder.

Exercise of Right of First Refusal. At any time within sixty (60) days after receipt of the Notice (the “Election Period”), the Company may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. In the event the Company does not so elect to purchase any or all of the Award Shares proposed to be transferred, the Company shall promptly provide the Notice to the Stockholders. In such event, at any time within the Election Period, the Stockholders may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. The Stockholders shall have the right to accept the offer to purchase the Award Shares proposed to be transferred for the consideration and on the terms and conditions specified in the Notice, with each Stockholder having the right to acquire its Pro Rata Allotment (as defined below). “Pro Rata Allotment” shall mean with respect to any Award Shares proposed to be transferred, as determined for any Stockholder, the number of such Award Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock K Shares owned of record on the relevant date of determination by such Stockholder (on an as if converted basis), and the denominator of which is the number of shares of Common Stock K Shares owned of record on the relevant date of determination by all Stockholders (on a fully-diluted, as if converted basis). Each Stockholder shall have the right to assign its rights under this subsection (b) to the Company, or to the other Stockholders (proportionately, based upon proportions of the Pro Rata Allotment allocated to each Stockholder, excluding the assigning Stockholder).

Exercise of Right of First Refusal. At any time within sixty (60) days after receipt of the Notice (the “Election Period”), the Company may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. In the event the Company does not so elect to purchase any or all of the Award Shares shares proposed to be transferred, the Company shall promptly provide the Notice to the Stockholders. In such event, at any time within the Election Period, the Stockholders may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. The Stockholders shall have the right to accept the offer to purchase the Award Shares shares proposed to be transferred for the consideration and on the terms and conditions specified in the Notice, with each Stockholder having the right to acquire its Pro Rata Allotment (as defined below). “Pro Rata Allotment” shall mean with respect to any Award Shares shares proposed to be transferred, as determined for any Stockholder, the ny-2037657 v3 number of such Award Shares shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned of record on the relevant date of determination by such Stockholder (on an as if converted basis), and the denominator of which is the number of shares of Common Stock owned of record on the relevant date of determination by all Stockholders (on a fully-diluted, as if converted basis). Each Stockholder shall have the right to assign its rights under this subsection (b) to the Company, or to the other Stockholders (proportionately, based upon proportions of the Pro Rata Allotment allocated to each Stockholder, excluding the assigning Stockholder).

Exercise of Right of First Refusal. At any time within sixty (60a) For a period of twenty (20) days after the receipt by the Company of the Notice (the “Election Period”)notice specified in Section 2.1, the Company may, shall have a right of first refusal to purchase the Stock subject to the proposed disposition at the price and on the terms offered by the Initial Purchaser(s). The Company must exercise its right to purchase by giving written notice to the HolderSelling Shareholder and to the Initial Purchaser(s) within fifteen (15) days following receipt of the notice, elect which notice shall specify the number of shares of Stock the Company intends to purchase. (b) The closing of the purchase and sale pursuant to Section 2 shall be held at the Company's principal office on the date determined by the Company but not more than twenty (20) days following the Company's election to purchase any the Stock. At the closing, certificates representing the shares to be sold shall be delivered to the Company, duly endorsed for transfer in blank or with assignments separate from certificates duly endorsed, with all necessary transfer tax stamps, if any, affixed or provided for against delivery of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection price. (c) below. In the event If the Company does not so exercise its right to purchase within the time period provided herein with respect to all or any portion of the Stock covered by the notice, any Shareholder (other than the Selling Shareholder) shall have the right, for a period of twenty (20) days following expiration of the Company's purchase right, to elect to purchase any or all that number of shares equal to the Award Shares number of shares of Stock proposed to be transferred, the Company shall promptly provide the Notice to the Stockholders. In such event, at any time within the Election Period, the Stockholders may, by giving written notice to the Holder, elect to purchase any or all of the Award Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. The Stockholders shall have the right to accept the offer to purchase the Award Shares proposed to be transferred for the consideration and on the terms and conditions specified in the Notice, with each Stockholder having the right to acquire its Pro Rata Allotment (as defined below). “Pro Rata Allotment” shall mean with respect to any Award Shares proposed to be transferred, as determined for any Stockholder, the number of such Award Shares sold multiplied by a fraction, fraction the numerator of which is the number of shares of Common Stock then owned of record on the relevant date of determination by such Stockholder (on an as if converted basis), Shareholder and the denominator of which is the aggregate number of shares owned by all Shareholders who are listed on Appendix A and who are electing to purchase such Shares. Any unsold shares shall be offered proportionately to the purchasing shareholders for a period of Common five (5) days following expiration of the foregoing twenty (20)-day period. The purchase of such Stock owned by such Shareholders shall be in accordance with the procedures set forth in Section 2(b). (d) If neither the Company nor any of record its Shareholders eligible to purchase shares offered pursuant to this Section 2 exercises their purchase right within the time period provided herein with respect to all of the offered Stock, the Selling Shareholder shall be free for a period of fifteen (15) days thereafter to sell such shares to the Initial Purchaser(s), at the same price and on the relevant date same terms and conditions as set forth in the notice, subject to all of determination the provisions of this Agreement. If the Selling Shareholder shall not, within such fifteen (15)-day period, consum- mate the sale with the Initial Purchaser(s) in accordance with the terms of this Agreement, any subsequent sale by all Stockholders the Selling Shareholder to the Initial Purchaser(s) or to any other purchaser on the same or other terms and conditions must comply again with the provisions of this Section 2. (on a fully-dilutede) After giving any notice of intended sale of any Stock pursuant to this Section 2, as if converted basis). Each Stockholder the Selling Shareholder shall have the right to assign its rights under this subsection (b) to refrain, unless otherwise requested by the Company, from participating as a director, officer or to the other Stockholders (proportionately, based upon proportions shareholder of the Pro Rata Allotment allocated Company in the Company's decision on whether or not to each Stockholderpurchase such Stock; and, excluding if so requested to participate, the assigning Stockholder)Shareholder shall cooperate with the Company in every reasonable way to effect the purposes of this Agreement. (f) Except as provided herein, the Selling Shareholder shall be bound by the restrictions and limitations imposed by this Agreement after any notice of a desire to sell is given and whether or not any such sale actually occurs.