Common use of First Option Clause in Contracts

First Option. (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Executive Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value all or any part of the Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an irrevocable and unconditional bona fide arm's length written offer (the "Bona Fide Offer") for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an "Outside Party"), the Selling Executive Party shall provide written notice (the "Sale Notice") to each of (i) Purchaser (together with its assigns, the "Purchaser Buyer") and (ii) the Company (each of Purchaser Buyer and the Company a "Potential Buyer") setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "Purchase Option"), in the case of Purchaser only, shall be assignable at Purchaser's sole discretion) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "Acceptance Notice") to such Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Purchaser Buyer and, second, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "Chosen Buyer(s)") shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held on a Business Day within sixty days (60) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party but only at the price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

First Option. Except for (ai) No Executive Drag-Along 100% Sales or Drag-Along 50% Sales made in accordance with Article II or (ii) sales upon exercise of a Call Option pursuant to Section 1.8, no Employee Party shall Transfer any Shares except as specifically permitted by this Section 2.81.7. If at any time any Executive Employee Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value Transfer all or any part of the Shares held by such Person (an "EMPLOYEE SELLING PARTY") (other than in accordance with Section 1.7.2) such Employee Selling Executive Party, and such Selling Executive Party shall have received obtain an irrevocable and unconditional bona fide arm's length written offer (the "Bona Fide OfferBONA FIDE OFFER") for the purchase of such Shares for consideration consisting solely of cash, cash equivalents, or a debt instrument with commercially reasonable terms from any a third party unaffiliated with such Employee Selling Executive Party (an "Outside PartyOUTSIDE PARTY"), following which the Employee Selling Executive Party shall provide written notice (the "Sale NoticeSALE NOTICE") to each of (i) Purchaser (together with its assigns, the "Purchaser BuyerPURCHASER BUYER") and (ii) the Company (each of Purchaser Buyer and the Company a "Potential BuyerPOTENTIAL BUYER") setting forth such desire to sell or otherwise dispose of for value Transfer such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "Purchase OptionPURCHASE OPTION"), in the case of Purchaser only, shall be freely assignable at Purchaser's sole discretion) to purchase all, but not less than all, all or any portion of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of Shares as set forth in the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "Acceptance NoticeACCEPTANCE NOTICE") to such Employee Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, firstFIRST, the Purchaser Buyer and, secondSECOND, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all or any portion of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "Chosen Buyer(sCHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Employee Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held on a Business Day within sixty ninety days (6090) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party but only at the price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.Chosen

First Option. (a) No Executive Except for Transfers of Shares through the exercise of rights as a Tag-Along Shareholder with respect to any Tag-Along Sale made in accordance with Section 2.4 or Transfer of Shares pursuant to any Drag-Along Sale made in accordance with Article 3, no Management Party or Investor Holder shall Transfer any Shares Shares, except as specifically permitted by this Section 2.82.7. If at any time any Executive Management Party or Investor Holder (a "“Selling Executive Party"Person”) desires to sell or otherwise dispose of for value cash all or any part of the Shares held by such Selling Executive PartyPerson, and such Selling Executive Party Person shall have received an irrevocable and unconditional a bona fide arm's arm’s-length written offer (the "“Bona Fide Offer"”) for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party Person (an "“Outside Party"”), the Selling Executive Party Person shall provide written notice (the "“Sale Notice"”) to each of (i) Purchaser (together with its assigns, the "Purchaser Buyer") Green Parties and (ii) the Company (each of Purchaser Buyer Green Party and the Company a "“Potential Buyer"”) setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy copy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "“Purchase Option"), in the case of Purchaser only, shall be assignable at Purchaser's sole discretion”) to purchase all, but not less than all, some or all of such the Shares specified in the Sale Notice, on the same terms and conditionsconditions as the Bona Fide Offer, including but not limited to the offer price for the Shares. The Purchase Option, in the case of the Bona Fide Offera Green Party, shall be assignable at such Green Party’s sole discretion. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "“Acceptance Notice"”) to such Selling Executive Party Person of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, shall be first, the Purchaser Buyer andCompany, and second, the Company. other Green Parties who delivered an Acceptance Notice pro rata based on the relative percentages of the then outstanding Common Shares then beneficially owned by such Green Parties), unless such Green Parties have mutually agreed to a different allocation. (b) If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all of the purchase Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "“Chosen Buyer(s)"”) shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Executive Party Person shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held at the principal offices of the Chosen Buyer(s) on a Business Day business day within sixty ninety days (6090) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s)Notices, or at such other place and time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. Person. (c) If no Acceptance Notice(s) is (are) Notices are not delivered within the periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party Person shall, upon compliance with the provisions of Section 2.32.3 and 2.4 (to the extent applicable), have the right to consummate sell to the sale of Outside Party for cash all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party not taken up by one or more Potential Buyers, but only at the price and upon terms and conditions no less favorable to the Selling Executive Party Person than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) Notice, and only if such sale occurs on a date within sixty ninety (6090) days of the date of after the Sale Notice; provided, however, that in the event the Selling Executive Party Person has not so transferred all (but not less than all) of such remaining Shares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

First Option. (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Section 2.82.8 or under the terms of Section 2.4 or Article 3. If at any time any Executive Party (a "“Selling Executive Party"”) desires to sell or otherwise dispose of for value cash all or any part of the Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an irrevocable and unconditional bona fide arm's ’s length written offer (the "“Bona Fide Offer"”) for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an "“Outside Party"”), the Selling Executive Party shall provide written notice (the "“Sale Notice"”) to each of (i) Purchaser or its assigns (together with its assignstogether, the "“Purchaser Buyer"”), (ii) Investors or their respective assigns (together, the “Investor Buyers” and collectively with the Purchaser Buyer, the “Secondary Buyers”) and (iiiii) the Company (each of Purchaser Buyer, each Investor Buyer and the Company Company, a "“Potential Buyer"”) setting forth such desire to sell or otherwise dispose of for value cash such Shares, which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "“Purchase Option"”), in the case of Purchaser Buyer and the Investor Buyers only, shall be assignable at Purchaser's Purchaser Buyer’s or each respective Investor Buyer’s, as the case may be, sole discretion, but only to its respective affiliates) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of as the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "“Acceptance Notice"”) to such Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Purchaser Buyer Company, and, second, if the CompanyCompany shall have failed to deliver an Acceptance Notice, the Secondary Buyers, based on the allocations set forth below, provided, however, that the Company and the Secondary Buyers may in their discretion, agree to a different allocation of the Shares to be purchased as among themselves so long as each of them agrees to such allocation. If the Company fails to deliver an Acceptance Notice and (i) at least two Secondary Buyers deliver Acceptance Notices, each of them shall purchase from such Selling Executive Party such number of Shares as equals (A) the total number of Shares specified in the Sale Notice delivered by such Selling Executive Party multiplied by (B) a fraction, the numerator of which shall equal the number of Shares held by such Secondary Buyer on a fully-diluted basis as of the close of business on the day immediately prior to the date on which such Selling Executive Party delivers the Sale Notice to the Potential Buyers and the denominator of which shall equal the aggregate number of Shares held by all Secondary Buyers who delivered Acceptance Notices, on a fully-diluted basis, on such date, or (ii) only one Secondary Buyer delivers an Acceptance Notice, such Secondary Buyer shall purchase all of the Shares specified in such Sale Notice. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "“Chosen Buyer(s)"”) shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held on a Business Day within sixty days (60) days (or such necessary longer period, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted) after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party but only at the price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to the Outside Party within such ninety-sixty (60) day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

First Option. Except for (ai) No Executive Tag-Along Sales made in accordance with Section 2.4 or (ii) Drag-Along 100% Sales or Drag-Along 50% Sales made in accordance with Article III or (iii) sales upon exercise of a Call Option pursuant to Section 2.9, no Management Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Executive Management Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value Transfer all or any part of the Shares held by such Person (a "MANAGEMENT SELLING PARTY") (other than in accordance with Section 2.8.4) such Management Selling Executive Party, and such Selling Executive Party shall have received obtain an irrevocable and unconditional bona fide arm's length written offer (the "Bona Fide OfferBONA FIDE OFFER") for the purchase of such Shares for consideration consisting solely of cash, cash equivalents, or a debt instrument with commercially reasonable terms from any a third party unaffiliated with such Management Selling Executive Party (an "Outside PartyOUTSIDE PARTY"), following which the Management Selling Executive Party shall provide written notice (the "Sale NoticeSALE NOTICE") to each of (i) Purchaser (together with its assigns, the "Purchaser BuyerPURCHASER BUYER") and (ii) the Company (each of Purchaser Buyer and the Company a "Potential BuyerPOTENTIAL BUYER") setting forth such desire to sell or otherwise dispose of for value Transfer such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "Purchase OptionPURCHASE OPTION"), in the case of Purchaser only, shall be freely assignable at Purchaser's sole discretion) to purchase all, but not less than all, all or any portion of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of Shares as set forth in the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "Acceptance NoticeACCEPTANCE NOTICE") to such Management Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, firstFIRST, the Purchaser Buyer and, secondSECOND, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all or any portion of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "Chosen Buyer(sCHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Management Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held on a Business Day within sixty days (60) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party but only at the price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.be