Common use of First Offer Clause in Contracts

First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. (i) If the Holder proposes to sell or Except as otherwise transfer the Warrant, any portion thereof, and/or any number provided in this Section 12 and so long as at least twenty-five percent (25%) of the Shares it holds at such time Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "AffiliateOffered Securities"), the Holder Company is required to first notify make an offer to IITRI (the Company, by delivering to the Company a written notice ("Sale NoticeFirst Offer") in writing and in accordance with Section 15, stating 15 (the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale "Offer Notice"), to make an offer to purchase the Transfer Interests purchase, at a per share price to be proposed (the "Offer Price") and on terms chosen by the Company; provided that, in relation to a proposed sale percentage of each class or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt type of the Sale NoticeOffered Securities equal to (x) the number of Shares then held by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to make an offer to purchase as the Transfer Interest at a price to be proposed by the Company"IITRI Share"). (ii) Subject to Section 11(c12(c) below, if either (x) the Company IITRI does not deliver to the Holder Company written notice of an acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's receipt of the First Offer Notice, IITRI shall be deemed to have waived its rights to purchase the Transfer Interests ("Purchase Notice") within Offered Securities, which are the appropriate offer period referenced in Section 11(a)(i) abovesubject of the First Offer, or (y) and the Holder has rejected the Company's offer, the Holder Company shall be entitled to issue and sell the Transfer Interests Offered Securities at a the Offer Price, or at such other price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder Company at any time during the period of nine (9) months following the date of delivery of the Sale Offer Notice by the Holder Company to the CompanyIITRI, without the obligation to provide any further offers or notices to the CompanyIITRI.

First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. (i) If the Holder proposes to sell or Except as otherwise transfer the Warrant, any portion thereof, and/or any number provided in this Section 12 and so long as at least twenty-five percent (25%) of the Shares it holds at such time Warrant remains outstanding, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "AffiliateOffered Securities"), the Holder Company is required to first notify make an offer to Holder (the Company, by delivering to the Company a written notice ("Sale NoticeFirst Offer") in writing and in accordance with Section 15, stating 15 (the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale "Offer Notice"), to make an offer to purchase the Transfer Interests purchase, at a per share price to be proposed (the "Offer Price") and on terms chosen by the Company; provided that, in relation to a proposed sale percentage of each class or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt type of the Sale NoticeOffered Securities equal to (x) the number of Shares then held by Holder plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by Holder, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to make an offer to purchase as the Transfer Interest at a price to be proposed by the Company"Holder Share"). (ii) Subject to Section 11(c12(c) below, if either (x) the Company Holder does not deliver to the Holder Company written notice of an acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after Holder's receipt of the First Offer Notice, Holder shall be deemed to have waived its rights to purchase the Transfer Interests ("Purchase Notice") within Offered Securities, which are the appropriate offer period referenced in Section 11(a)(i) abovesubject of the First Offer, or (y) and the Holder has rejected the Company's offer, the Holder Company shall be entitled to issue and sell the Transfer Interests Offered Securities at a the Offer Price, or at such other price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder Company at any time during the period of nine (9) months following the date of delivery of the Sale Offer Notice by the Holder Company to the CompanyHolder, without the obligation to provide any further offers or notices to the CompanyHolder.

First Offer. (ia) If at any time any of the Holder Key Stockholders wishes to sell, assign, transfer or otherwise dispose of any or all of such Key Stockholder's Shares pursuant to the terms of a bona fide offer received from a third party, such Key Stockholder shall submit a written offer to sell such Shares to the Company on terms and conditions, including price, not less favorable to the Company than those on which such Key Stockholder proposes to sell or otherwise transfer such Shares to such third party (the Warrant, any portion thereof, and/or any number "First Offer"). The First Offer shall disclose the identity of the Shares it holds at such time (collectivelyproposed purchaser or transferee, the Shares proposed to be sold or transferred (the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "AffiliateOffered Shares"), the Holder is required to first notify agreed terms of the Company, by delivering sale or transfer and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the First Offer, the Company a written shall give notice ("Sale Notice") to the Key Stockholder of its intent to purchase all or any portion of the Offered Shares on the same terms and conditions as set forth in accordance with the First Offer. If the Company does not elect to purchase all of the Offered Shares, then there shall be no right to purchase shares pursuant to this Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests3(a). The Company shall have act upon the exclusive rightFirst Offer as soon as practicable after receipt of the First Offer, and in any event within fifteen (15) days after receipt thereof. In the event that the Company shall elect to purchase all or part of the Offered Shares covered by the First Offer, the Company shall communicate in writing such election to purchase to whichever of the Key Stockholders has made the First Offer, which communication shall be delivered by hand or mailed to such Key Stockholder at the address set forth on Schedule II hereto and as described in Section 7 below and shall, when taken in conjunction with the First Offer be deemed to constitute a valid, legally binding and enforceable agreement for a period the sale and purchase of the Shares covered thereby. In the event that the Company does not purchase all of the Offered Shares offered by the Key Stockholder pursuant to and within thirty (30) days from its after the First Offer, the agreement to purchase the Offered Shares shall be deemed null and void. Notwithstanding the provisions of this subsection (a), the Key Stockholder proposing to sell the Offered Shares shall have the discretion to allow the Company to buy a portion of such Offered Shares. (b) If the Company fails to purchase all or, subject to the Key Stockholder's consent, any part of the Offered Shares, the Key Stockholder shall submit a written offer (the "Second Offer") to sell such Offered Shares (the "Remaining Shares") to the Preferred Shareholders on terms and conditions, including price, not less favorable to the Preferred Shareholders than those on which such Key Stockholder proposes to sell such Remaining Shares to the third party. The Second Offer shall also disclose the identity of the proposed purchaser or transferee, the Remaining Shares proposed to be sold or transferred, the agreed terms of the sale or transfer and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the Sale NoticeSecond Offer, the Preferred Shareholders shall give notice to make an offer the Key Stockholder of their intent to purchase all or any portion of the Remaining Shares on the same terms and conditions as set forth in the Second Offer. Each Preferred Shareholder shall have the right to purchase that number of the Remaining Shares as shall be equal to the aggregate Remaining Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock of the Company then owned by such Preferred Shareholder (including any shares of Common Stock deemed to be owned hereunder on the date of the second offer, being a number of shares equal to (i) that into which the Series A-1 Convertible Preferred Stock, $.01 par value per share (the "Series A-1 Preferred Stock"), Series B-1 Convertible Preferred Stock, $.01 par value per share (the "Series B-1 Preferred Stock"), Series C Convertible Preferred Stock, $.01 par value per share (the "Series C Preferred Stock"), Series D Convertible Preferred Stock, $.01 par value per share (the "Series D Preferred Stock"), Series E Preferred Stock, Series A-2 Convertible Preferred Stock, $.01 par value per share (the "Series A-2 Preferred Stock"), Series B-2 Convertible Preferred Stock, $.01 par value per share (the "Series B-2 Preferred Stock"), Series C-2 Convertible Preferred Stock, $.01 par value per share (the "Series C-2 Preferred Stock"), Series D-2 Convertible Preferred Stock, $.01 par value per share (the "Series D-2 Preferred Stock"), and Series E-2 Convertible Preferred Stock, $.01 par value per share (the "Series E-2 Preferred Stock" and together with the Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series A-2 Preferred Stock, Series B-2 Preferred Stock, Series C-2 Preferred Stock and Series D-2 Preferred Stock, the "Preferred Stock"), held by such Preferred Shareholder is convertible and (ii) the shares of Common Stock issuable upon exercise of the Warrants), and the denominator of which is the aggregate number of shares of said Common Stock then issued and outstanding and held by (and deemed to be held by) all the Preferred Shareholders. (The amount of shares each Preferred Shareholder or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 3 shall be referred to as its "Pro Rata Fraction"). Each Preferred Shareholder shall have the right to transfer its right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a Preferred Shareholder does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Preferred Shareholders who so elect shall have the right to purchase, on a pro rata basis with any other Preferred Shareholders who so elect, any Pro Rata Fraction not purchased by a Preferred Shareholder or Qualified Transferee. If the Preferred Shareholders do not elect to purchase all of the Offered Shares, then there shall be no right to purchase shares pursuant to this Section 3(b). Each Preferred Shareholder shall act upon the Second Offer as soon as practicable after receipt of the Second Offer, and in all events within fifteen (15) days after receipt thereof. Each Preferred Shareholder shall have the right to accept the Second Offer as to all or part of the Remaining Shares offered thereby. In the event that a Preferred Shareholder shall elect to purchase all or part of the Remaining Shares covered by the Second Offer, said Preferred Shareholder shall individually communicate in writing such election to purchase to whichever of the Key Stockholders has made the Second Offer (including in such writing the number of Remaining Shares such Preferred Shareholder would like to purchase, which, subject to the pro rata reduction set forth above, may be in excess of such Preferred Shareholder's Pro Rata Fraction), which communication shall be delivered by hand or mailed to such Key Stockholder at the address set forth on Schedule II hereto and as described in Section 7 below and shall, when taken in conjunction with the Second Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby. In the event that the Preferred Shareholders do not purchase all of the Remaining Shares offered by the Key Stockholder pursuant to and within thirty (30) days after the Second Offer, each such agreement to purchase the Transfer Interests Remaining Shares shall be deemed null and void, and such Remaining Shares may be sold by such Key Stockholder at a any time within ninety (90) days after the expiration of the Second Offer. Any such sale shall be at not less than the price to be proposed by the Company; provided thatand upon other terms and conditions, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered if any, not more favorable to the Holder by purchaser than those specified in the TrustSecond Offer. Notwithstanding the provisions of this subsection (b), the Company Key Stockholder proposing to sell the Remaining Shares shall have the exclusive right, for discretion to allow the Preferred Shareholders to buy a portion of such Remaining Shares. Any Remaining Shares not sold within such 90-day period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price shall continue to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver subject to the Holder written notice requirements of an a prior offer and re-sale pursuant to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Companythis section.

First Offer. If the Offeror, the Owner and/or any of the Property Owners intends to Transfer any of the Interests and/or Properties to a Person other than an Affiliate of the Offeror (subject to Section 3(b)), then the Offeror shall first offer to Transfer such Interests and/or Properties (as applicable) to the Partnership in accordance with the following: (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder is required to The Offeror shall first notify the Company, by delivering to the Company a deliver written notice ("Sale the “Offer Notice"”) in accordance with Section 15, stating to the Holder's bona fide Partnership of the intention to sell transfer any or otherwise transfer all of the Transfer Interests. Interests and/or the Properties by the Offeror, the Owner and/or the Property Owners (as applicable), which shall specify the Interests and/or the Properties being offered (the “Offered Assets”). (ii) The Company Partnership shall have the exclusive right, for a period of thirty (30) days from following its receipt of the Sale NoticeOffer Notice to deliver a proposal (the “Proposal”) to the Offeror, which shall specify: (A) the proposed purchase price for the Offered Assets (the “Offer Price”); (B) any additional fees or other consideration to make an be paid for the Offered Assets (together with the Offer Price, the “Offer Consideration”), (C) a proposed date for the closing of the purchase and sale of the Offered Assets; (C) all other material terms and conditions of the proposal to purchase the Offered Assets; and (D) a statement providing that the Proposal constitutes a binding offer to purchase the Transfer Interests at a price to be proposed by Offered Assets for the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by Offer Consideration and on the Holder in connection with a transaction that is the other terms and subject of a Tag-Along Notice delivered to the Holder by conditions set forth in the Trust, the Company Proposal. The Partnership shall have the exclusive rightright to purchase all, for a period but not less than all, of ten the Offered Assets on the terms and subject to the conditions set forth in the Proposal. (10iii) The Offeror shall have the right to sell all, but not less than all, of the Offered Assets on the terms and subject to the conditions set forth in the Proposal. The Offeror may exercise such right only by delivering, to the Partnership within sixty (60) days from following its receipt of the Sale Proposal, written notice (a “ROFO Acceptance Notice”) electing to sell the Offered Assets for the Offer Consideration and upon such other terms and conditions set forth in the Proposal. If the Offeror fails to elect in accordance with the provisions of this Section 3(a)(iii) to sell all of the Offered Assets, then the Offeror shall be deemed to make have declined to sell any of the Offered Assets. Each ROFO Acceptance Notice shall be deemed to be an offer irrevocable commitment to sell to the Partnership the Offered Assets which the Partnership has elected to purchase for the Transfer Interest Offer Consideration and upon such other terms and conditions set forth in the Proposal pursuant to such ROFO Acceptance Notice. (iv) If the Offeror has elected in accordance with the provisions of this Section 3 to sell the Offered Assets, the Partnership shall be obligated to purchase at the Offer Consideration such Offered Assets, at a closing as set forth in Section 4 hereof. (v) If the Offeror does not elect to sell all of the Offered Assets available for purchase under this Section 3 within the period provided in Section 3(a)(iii), (A) the Partnership shall be under no obligation to purchase any of the Offered Assets unless the Partnership so elects and (B) the Offeror may, within a period of one hundred eighty (180) days from the expiration of the time within which the Offeror may elect to sell the Offered Assets, subject to the provisions of this Section 3, sell all (but not less than all) of the Offered Assets to one or more bona fide third party purchasers that are not Affiliates of the Offeror (each a “Third Party Transferee”) at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety five percent (9095%) of the last price offered Offer Consideration, and on such other economic terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Proposal. (vi) If the Offeror does not complete the sale of the Offered Assets within such one hundred and eighty (180) day period, the provisions of this Section 3 shall again apply, and no sale of such Offered Assets by the Company for Offeror, the Transfer Interests (Owner and/or the "Last Offer Price"), to any third party that is not an Affiliate Property Owners shall be made otherwise than in accordance with the terms of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Companythis Agreement.

First Offer. The transferring Shareholder shall first deliver to the Company and each Major Shareholder (ithe "Offered Shareholders") If a written notice (an "Offer Notice"), that shall (a) state the Holder proposes transferring Shareholder's intention to sell ------ Transfer Stock to one or otherwise transfer the Warrantmore Persons in a bona fide, any portion thereof, and/or any number of the Shares it holds at such time (collectivelyarm's length transaction, the amount and type of Stock to be Transferred (the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "AffiliateSubject Stock"), the Holder is required ------------- purchase price therefor (which shall be payable in cash) and a summary of the other material terms of the proposed Transfer and (b) offer the Company and the Offered Shareholders the option to first notify acquire all or a portion of such Subject Stock upon the Company, by delivering terms and subject to the conditions of the proposed Transfer as set forth in the Offer Notice (the "Offer"); provided that such Offer may ----- -------- provide that it must be accepted by the Company a written notice and Offered Shareholders (in the aggregate) on an all or nothing basis (an "Sale NoticeAll or Nothing Sale") in accordance with Section 15). The Offer ------------------- shall remain open and irrevocable for the periods set forth below (and, stating to the Holder's bona fide intention to sell or otherwise transfer extent the Transfer InterestsOffer is accepted during such periods, until the consummation of the sale contemplated by the Offer). The Company shall have the exclusive rightright and option, for a period of thirty (30) 30 days from its receipt after delivery of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Offer Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer PriceCompany Acceptance Period"), to accept all or any third party that is not an Affiliate part of the Holder Subject Stock at any time during ------------------------- the period of nine (9) months following cash purchase price and on the date of delivery terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the transferring Shareholder and each of the Sale Notice by Offered Shareholders within the Holder to the Company, without the obligation to provide any further offers or notices to the CompanyCompany Acceptance Period.

First Offer. If a Shareholder (ithe "Selling Shareholder") If desires to transfer any or all of such Shareholder's Stock (the Holder proposes "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company and the other Shareholders, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell or otherwise transfer the Warrant, any portion thereof, and/or any number all of the Shares it holds Offered Stock to the other Shareholders at such time the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided, however, that without the prior written consent of the other Shareholders (collectivelywhich consent shall not be unreasonably withheld), all transfers pursuant to this Article I shall be solely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Shareholders (or their Permitted Transferees (as defined in Section 1.6 below)) holding at least two-thirds of the Common Stock of the Company. Within the twenty (20) day period following the giving of the Transfer Notice (the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "AffiliateFirst Offer Period"), the Holder is required other Shareholders may elect, by giving written notice of such election to first notify the Selling Shareholder and the Company, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by delivering it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the Company a written notice ("Sale Notice") in accordance with Section 15, stating proposed transfer and will restart the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the CompanyFirst Offer Period. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.