Common use of FIRST OFFER RIGHT OF THE COMPANY Clause in Contracts

FIRST OFFER RIGHT OF THE COMPANY. (1) At least 45 days prior to making any Transfer of any Stockholder Shares (other than a Public Sale), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to an independent committee established by the Board (a "Committee") and the Other Stockholder(s). The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). (2) The Company may, by recommendation of the Committee, elect to purchase all, but not less than all of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholder(s) as soon as practical but in any event within 15 days after the delivery of the Offer Notice.

FIRST OFFER RIGHT OF THE COMPANY. (1) At least 45 days prior to making any Transfer of any Stockholder Shares (other than a Public Sale), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to an independent committee established by the Board (a "Committee") and the Other Stockholder(s). The Offer Notice shall disclose in reasonable detail the 8 proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). (2) The Company may, by recommendation of the Committee, elect to purchase all, but not less than all of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholder(s) as soon as practical but in any event within 15 days after the delivery of the Offer Notice.