Common use of First Offer Clause in Contracts

First Offer. Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “Fiat First Option”). Fiat may, within 30 days of receipt of the First Sale Notice (the “Fiat First Offer Period”), offer to purchase all or a portion of the Offered Securities by sending an irrevocable written notice of any such acceptance to the Selling Member indicating the number and type of Offered Securities to be purchased (the “Acceptance Notice”), and Fiat shall then be obligated to purchase the number of Offered Securities set forth in such Acceptance Notice on the terms and conditions set forth in the First Sale Notice, subject to compliance with Section 13.2(h) of this Agreement.

First Offer. Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “"Fiat First Option”"). Fiat may, within 30 days of receipt of the First Sale Notice (the “"Fiat First Offer Period”"), offer to purchase all or a portion of the Offered Securities by sending an irrevocable written notice of any such acceptance to the Selling Member indicating the number and type of Offered Securities to be purchased (the “"Acceptance Notice”"), and Fiat shall then be obligated to purchase the number of Offered Securities set forth in such Acceptance Notice on the - 43 - PALOALTO 54383 19 terms and conditions set forth in the First Sale Notice, subject to compliance with Section 13.2(h) of this Agreement.