Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (a) Prior to making any Transfer of Stockholder Shares, any Stockholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING STOCKHOLDER") will give written notice (the "SALE NOTICE") to the Company and the holders of Investor Shares (collectively, the "SALE NOTICE RECIPIENTS"). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Such Transferring Stockholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION 5 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE").

First Refusal Rights. (a) Prior Subject to Section 2 above and prior to making any Transfer of Stockholder Shares, any Stockholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING STOCKHOLDER"“Transferring Stockholder”) will give written notice (the "SALE NOTICE"“Sale Notice”) to the Company and the holders of Investor Shares other Stockholders (collectively, the "SALE NOTICE RECIPIENTS"“Sale Notice Recipients”). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred and the terms and conditions of the proposed transfer. Such Transferring Stockholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION 5 Section 4 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE"“Authorization Date”.).