Common use of Holder Right of First Offer Clause in Contracts

Holder Right of First Offer. (a) Subject to Section 8.4 hereof, the second sentence of this paragraph and provided that the Holders collectively own at least 95% of the total number of shares of Common Stock of the Company set forth opposite the names of such Holders on the signature page hereto (subject to future adjustment in the event of stock splits, stock dividends and similar events), if RSI desires to transfer, in a single transaction or a series of related transactions, a number of shares of Common Stock of the Company not in excess of twenty percent (20%) of the total shares of Common Stock of the Company outstanding as of such date, RSI shall first deliver a written notice (the "RSI Notice of Offer") to the Designated Holder offering to sell the lesser of (i) the number of shares proposed to be sold by RSI or (ii) 20% of the number of shares of issued and outstanding Common Stock of the Company as of the date of the RSI Notice of Offer, to Holders (the "Holder Right of First Offer" and, together with the RSI Right of First Offer, the "Rights of First Offer"). Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stock splits, stock dividends and similar events) prior to the second anniversary hereof without triggering any rights under this Section 8.2. The RSI Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by RSI to the Holders (the "RSI Offered Securities"), (ii) the minimum proposed cash consideration per share that RSI desires to receive for the RSI Offered Securities (the "RSI Offer Price"), and (iii) any other terms and conditions of the offer. The RSI Notice of Offer shall constitute an irrevocable offer by RSI to sell to the Participating Holders (as defined below), as the case may be, all, but not less than all, of the RSI Offered Securities at the RSI Offer Price, in accordance with this Section 8.2(a).

Holder Right of First Offer. (a) Subject to Section 8.4 hereof, the second sentence of this paragraph and provided that the Holders collectively own at least 95% of the total number of shares of Common Stock of the Company set forth opposite the names of such Holders on the signature page hereto (subject to future adjustment in the event of stock splits, stock dividends and similar events), if RSI desires to transfer, in a single transaction or a series of related transactions, a number of shares of Common Stock of the Company not in excess of twenty percent (20%) of the total shares of Common Stock of the Company outstanding as of such date, RSI shall first deliver a written notice (the "“RSI Notice of Offer"”) to the Designated Holder offering to sell the lesser of (i) the number of shares proposed to be sold by RSI or (ii) 20% of the number of shares of issued and outstanding Common Stock of the Company as of the date of the RSI Notice of Offer, to Holders (the "“Holder Right of First Offer" ” and, together with the RSI Right of First Offer, the "“Rights of First Offer"”). Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stock splits, stock dividends and similar events) prior to the second anniversary hereof without triggering any rights under this Section 8.2. The RSI Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by RSI to the Holders (the "“RSI Offered Securities"”), (ii) the minimum proposed cash consideration per share that RSI desires to receive for the RSI Offered Securities (the "“RSI Offer Price"”), and (iii) any other terms and conditions of the offer. The RSI Notice of Offer shall constitute an irrevocable offer by RSI to sell to the Participating Holders (as defined below), as the case may be, all, but not less than all, of the RSI Offered Securities at the RSI Offer Price, in accordance with this Section 8.2(a).