Common use of Non-Exercise of the First Refusal Right Clause in Contracts

Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not given to Participant prior to the expiration of the twenty-five (25)-day exercise period, Participant shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Paragraphs 2, 9 and 11 of this Agreement. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 and 11, and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 and 11. In the event Participant does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Participant until such right lapses.

Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not given to the Participant prior to the expiration of the twenty-five (25)-day exercise period, the Participant shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Paragraphs 2, 9 7 and 11 of this Agreement8(a). The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Paragraph 7 and 11Paragraph 8(a), and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Paragraph 7 and 11Paragraph 8(a). In the event the Participant does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Participant until such right lapses.

Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not given to Participant Owner prior to the expiration of the twenty-five (25)-day 25 day exercise periodperiod or the Company does not purchase all of the Target Shares, Participant Owner shall have a period of thirty (30) 30 days thereafter in which to sell or otherwise dispose of the Target Shares (or portion thereof not purchased by the Company) to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Paragraphs 2, 9 Sections 7 and 11 of this Agreement8. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Sections 7 and 118, and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Sections 7 and 118. In the event Participant Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day 30 day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Participant Owner until such right lapses.

Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not given to Participant Owner prior to the expiration of the twenty-five (25)-day 25) day exercise period, Participant Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Paragraphs 2Sections 1, 9 2 and 11 of this Agreement7. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Sections 7 and 118, and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Paragraphs 2, 9 Sections 7 and 118. In the event Participant Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Participant Owner until such right lapses.