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

Exercise of the First Refusal Right. (a) The Company (or its assignee(s)) shall, for a period of 60 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 the Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to the Owner prior to the expiration of the 60-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company (or its assignee(s)) shall effect the repurchase of such shares, including payment of the purchase price using any of the Purchase Methods (as defined and described below), not more than 30 days after delivery of the Exercise Notice and at such time any certificates representing the Target Shares shall be delivered to the Company (or its assignee(s)). “Purchase Methods” shall mean the following methods: (i) delivering to the Owner a check in the amount of the aggregate purchase price for the Holdco Shares held by such Owner; (ii) canceling an amount of the Owner’s indebtedness to the Company equal to the aggregate purchase price for the Holdco Shares held by such Owner;

Exercise of the First Refusal Right. (a) The Company (or its assignee(s)) Corporation shall, ----------------------------------- for a period of 60 forty-five (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 the Owner consents. Such right shall be exercisable by delivery of written notice (the “"Exercise Notice”") to the Owner prior to the expiration of the 60forty-day five (45)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company (or its assignee(s)) Corporation shall effect the repurchase of such shares, including payment of the purchase price using any of the Purchase Methods (as defined and described below)price, not more than 30 fifteen (15) business days after delivery of the Exercise Notice Notice; and at such time any the certificates representing the Target Shares shall be delivered to the Company (Corporation. Should the purchase price specified in the Disposition Notice be payable in property other than cash or its assignee(s)). “Purchase Methods” evidences of indebtedness, the Corporation shall mean have the following methods: (i) delivering right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner a check in and the amount of the aggregate purchase price for the Holdco Shares held by such Owner; (ii) canceling an amount of the Owner’s indebtedness to the Company equal to the aggregate purchase price for the Holdco Shares held by such Owner;Corporation