Common use of Notice of Right of First Refusal Clause in Contracts

Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion of the Purchased Shares, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers (the "Selling Purchaser") desires to sell Purchased Shares on the market or to a party unrelated to such Purchaser in a "non-market" sale, the Selling Purchaser shall not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Representatives and the Corporation shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding (a) If a Member receives a bona fide written offer from any person, including any Member (a “Third Party Offer”), for the provisions purchase of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion part of the Purchased Shareseach class or series of Membership Interests then held by such Member which such Member desires to accept, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers such Member (the "Selling Purchaser"“Offeror Member”) desires to sell Purchased Shares on shall provide written notice of such Third Party Offer (the market or to a party unrelated to such Purchaser in a "non-market" sale, the Selling Purchaser shall not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser “Notice of Right of First Refusal" containing ”) to the following information: Secretary of the Company at least 30 days prior to such proposed sale and, within five Business Days after receipt of the Notice of Right of First Refusal by the Company, the Company shall provide a copy of such Notice of Right of First Refusal to all Members (i) other than the Offeror Member). The notice must set forth the name of the proposed transferee (the “Third Party”), the number and class of shares of Purchased Shares proposed Membership Interests to be so transferred sold to such proposed transferee (the "Purchaser “Offered Stock"Units”); , the price per unit (ii) the “Offer Price”), all details of the payment terms and all other material terms and conditions of the proposed transferDisposition. A Third Party Offer must include an offer to acquire the same percentage of each class or series of Membership Interests then held by the Offeror Member. To the extent the Third Party Offer consists of consideration other than cash (or in addition to cash), including the identity Offer Price shall be equal to the amount of any such cash (in U.S. dollars), plus the fair market value of such non-cash consideration, and the Offer Price shall be expressed only in terms of (i) cash (in U.S. dollars), (ii) an unsecured promissory note (a “Note”) and/or (iii) Marketable Securities in an amount not in excess of 5% of the outstanding shares of such class of Marketable Securities and which may be immediately resold by the transferee thereof in a manner that would not reasonably be expected to have a material adverse effect on the marketability or liquidity of such Marketable Securities. A Third Party Offer may not contain provisions related to any property of the Offeror Member other than the Membership Interests held by the Offeror Member; provided, however, that the Company and any Member, as the case may be, shall always have the right to pay the consideration payable pursuant to this Section 8.4, Section 8.5 or Section 8.6 (regardless of the form of consideration paid by any other accepting offeree of the Third Party Offer) in the form of U.S. dollars. Any proposed Disposition not satisfying the terms of this Section 8.4 (e.g., a Third Party Offer in which not all of the proposed transferee(sconsideration is cash, a Note and/or Marketable Securities) and may not be made unless otherwise expressly permitted pursuant to the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); andprovisions of this Article VIII other than this Section 8.4, Section 8.5 or Section 8.6. (iiib) an affirmative offer made by The earliest date on which the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation Company shall constitute the Purchaser First “Refusal Notice Date.” The Company shall be obligated to promptly determine the Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and a copy of the Notice of Right of First Refusal together with a letter indicating the Refusal Notice Date shall be promptly given by the Company to all applicable Members within five Business Days after the determination of the Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding In the provisions event that a Shareholder receives a bona fide offer (a "Third Party Offer") for the purchase of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion part of the Purchased Shareshis or her Stock (or any rights or interests therein) that such Shareholder desires to accept, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers such Shareholder (the "Selling PurchaserOfferor Shareholder") desires agrees to sell Purchased Shares on give written notice of such Third Party Offer (the market or "Notice of Right of First Refusal") to a party unrelated the Secretary of the Corporation and to such Purchaser in a the other Shareholders (the "non-market" saleOther Shareholders"). The notice must set forth the name of the proposed Transferee, the Selling Purchaser number of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms, and all other terms and conditions of the proposed Transfer. A Third Party Offer may not contain provisions related to any property other than the Stock of the Offeror Shareholder, and the Offer Price shall be expressed only in terms of cash contained in the proposed transfer. The Offeror Shareholder shall deliver such Notice of Right of First Refusal to the parties noted above immediately upon receiving such Third Party Offer, but in any event not less than five sixty (560) business days prior to the date of the proposed sale, assignment, transfer or Transfer. An offer for the purchase of Stock in which property other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed than cash is to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) exchanged for the Purchased Shares to Stock shall not be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at considered a price (the "Purchaser valid Third Party Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusalhereunder. The last date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation Other Shareholders shall constitute the Purchaser "First Refusal Notice Date." The Corporation shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Corporation to all Shareholders within five (5) days of the determination of such date. For purposes of this Section 3.01, a "Third Party Offer" to purchase part or all of a Shareholder's Stock shall mean a written offer to purchase such Stock from a person or entity unrelated to that Shareholder. Without limitation of the generality of the foregoing, a Third Party Offer does not include an offer where the Shareholder receiving such offer has an option or obligation to reacquire all or part of the Stock covered by such offer. Notwithstanding the foregoing provisions of this Section 3.01, if the proposed Transfer is entirely donative with no consideration to be received for the proposed Transfer, the Offer Price therefor shall be equal to $10.00.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 3.14.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.24.2, either commencing on the third anniversary of the Purchasers Subscription Closing, the Shareholder may also transfer all or a portion of the Purchased Shareshis Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 3.34.3. If either Commencing on the third anniversary of the Purchasers (Subscription Closing, if the "Selling Purchaser") desires to sell Purchased Shares on the market or to Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such Purchaser in a "non-market" saleoffer, the Selling Purchaser Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than five thirty (530) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to a request for the Other Purchaser Corporation's approval of the proposed transaction and the Corporation a "Purchaser Notice of Right of First Refusal" Refusal to the Corporation containing the following information: (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares shares of Stock to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E.i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser Corporation, all transfers permitted by this Section 3.3 4.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Representatives and received by the Corporation shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding In the provisions event that an A Round Stockholder, an Investor Stockholder or a Management Stockholder (subject to the restrictions in Section 3.1(g)) receives a bona fide written offer (a "Third Party Offer") for the purchase of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion part of his or its capital stock (or any rights or interests therein) of the Purchased SharesCompany that such A Round Stockholder, subject in all respects Investor Stockholder or Management Stockholder desires to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers accept, such A Round Stockholder, Investor Stockholder or Management Stockholder (the "Selling PurchaserOfferor Stockholder") desires agrees to sell Purchased Shares on give written notice of such Third Party Offer (the market or "Notice of Right of First Refusal") to a party unrelated to such Purchaser in a "non-market" salethe Secretary of the Company and, within five business days after receipt of the Notice of Right of First Refusal by the Company, the Selling Purchaser Company will send a copy of the Notice of Right of First Refusal to the other Stockholders (the "Other Stockholders") specified below in this Article III. The notice must set forth the name of the proposed transferee (the "Third Party"), the number and class of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any property other than the capital stock of the Company held by the Offeror Stockholder, and the Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Stockholder shall deliver such Notice of Right of First Refusal to the parties noted above promptly upon receiving such Third Party Offer, but in any event not less than five thirty (530) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The last date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation applicable Other Stockholders shall constitute the Purchaser "First Refusal Notice Date." The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Company to all applicable Other Stockholders within five (5) business days of the determination of such date.

Notice of Right of First Refusal. Notwithstanding (a) If a Management Unitholder or an Investor Unitholder receives a bona fide written offer from any Person, including any other Unitholder (a “Third Party Offer”) for the provisions purchase of Section 3.1all or a part of his or its Units (other than Profits Units and Unvested Management Units) that such Unitholder desires to accept, such Unitholder (the “Offeror Unitholder”) agrees to give written notice of such Third Party Offer (the “Notice of Right of First Refusal”) to the Secretary of the Company and, within five business days after receipt of the Notice of Right of First Refusal by the Company, the Company will send a copy of the Notice of Right of First Refusal to the Investor Unitholders and absent the right Management Unitholders (other than the Offeror Unitholder). The notice must set forth such Management Unitholder’s or Investor Unitholder’s intention to make a transfer Disposition, the name and address of the Purchased Shares pursuant proposed transferee (the “Third Party”), the number and class of Units to Section 3.2be sold (the “Offered Units”), either the price per Unit (the “Offer Price”), all details of the Purchasers may also transfer payment terms and all or a portion other terms and conditions of the Purchased Sharesproposed Disposition, subject including that such Units must be sold free and clear of all liens and encumbrances (other than liens and encumbrances arising under this Agreement or applicable securities laws). A Third Party Offer may not contain provisions related to any property of the Offeror Unitholder other than the Units (excluding Profits Units and Unvested Management Units) held by the Offeror Unitholder, and the Offer Price shall be expressed only in all respects terms of cash (in U.S. dollars). The Offer Price may differ in order to reflect differences in the Preferred Return Amount and the Liquidation Preference with respect to the following "right of first refusal" provisions of this Section 3.3. If either of Convertible Preferred Units that are Offered Units and the Purchasers (Threshold Value with respect to the "Selling Purchaser") desires to sell Purchased Shares on the market or to a party unrelated to such Purchaser in a "non-market" saleSeries B Convertible Preferred Units, the Selling Purchaser Series C Convertible Preferred Units and the Cl Units. The Offeror Unitholder shall not deliver such Notice of Right of First Refusal to the Company no less than five thirty (530) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares Disposition. Any proposed to be so transferred (the "Purchaser Offered Stock"); (ii) Disposition not satisfying the terms and conditions of this Section 5.3 (e.g., a Third Party Offer in which not all of the proposed transferconsideration is cash or a Third Party Offer to purchase Profits Units) may not be made unless otherwise expressly permitted pursuant to the provisions of this Article 5 other than Sections 5.3, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and5.4 or 5.5. (iiib) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation Company shall constitute the Purchaser “First Refusal Notice Date.” The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and a copy of the Notice of Right of First Refusal together with a letter indicating the First Refusal Notice Date shall be promptly given by the Company to all applicable Investor Unitholders within five (5) Business Days of the determination of the First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.12.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.22.2, either of the Purchasers each Shareholder may also transfer all or a portion of the Purchased Shareshis or her Stock, subject in all respects to the following "right of first refusal" provisions of this Section 3.32.3. If either of the Purchasers any Shareholder (the "Selling PurchaserShareholder") desires to sell Purchased Shares Stock on the market in a "broker's transaction" or to a party unrelated to such Purchaser in a "non-market" salethe Selling Shareholder, the Selling Purchaser shall Shareholder shall, not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First RefusalRefusal to (x) the "Shareholders Representatives" (which shall mean Christopher R. Pook and/or Jxx Xxxxxxxxxx, xxxxng in suxx xxxxxxxx, xnd/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the Purchased Shares to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after Shareholders Representatives and the Exclusive Option Period (as hereinafter defined), to the Corporation Purchasers at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the Other Purchaser Purchasers, all transfers permitted by this Section 3.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Shareholders Representatives and the Corporation Purchasers shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.12.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.22.2, either of the Purchasers each Shareholder may also transfer all or a portion of the Purchased Shareshis or her Stock, subject in all respects to the following "right of first refusal" provisions of this Section 3.32.3. If either of the Purchasers any Shareholder (the "Selling PurchaserShareholder") desires to sell Purchased Shares Stock on the market in a "broker's transaction" or to a party unrelated to such Purchaser in a "non-market" salethe Selling Shareholder, the Selling Purchaser shall Shareholder shall, not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First RefusalRefusal to (x) the "Shareholders Representatives" (which shall mean Chrixxxxxxx X. Xxxx xxx/or Jim Xxxxxxxxxx, xxting in such capacity, and/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the Purchased Shares to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after Shareholders Representatives and the Exclusive Option Period (as hereinafter defined), to the Corporation Purchasers at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E.i.e., the number of shares multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the Other Purchaser Purchasers, all transfers permitted by this Section 3.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Shareholders Representatives and the Corporation Purchasers shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding the provisions -------------------------------- of Section 3.14.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.24.2, either commencing on the third anniversary of the Purchasers Subscription Closing, the Shareholder may also transfer all or a portion of the Purchased Shareshis Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 3.34.3. If either Commencing on the third anniversary of the Purchasers (Subscription Closing, if the "Selling Purchaser") desires to sell Purchased Shares on the market or to Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such Purchaser in a "non-market" saleoffer, the Selling Purchaser Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than five thirty (530) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to a request for the Other Purchaser Corporation's approval of the proposed transaction and the Corporation a "Purchaser Notice of Right of First Refusal" Refusal to the Corporation containing the following information: (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares shares of Stock to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E.i.e., the number of shares multiplied by ---- the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser Corporation, all transfers permitted by this Section 3.3 4.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Representatives and received by the Corporation shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding In the provisions event that a Shareholder receives a bona fide offer (a "Third Party Offer") for the purchase of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion part of the Purchased Shareshis or its Common Stock (or any rights or interests therein) that such Shareholder desires to accept, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers such Shareholder (the "Selling PurchaserOfferor Shareholder") desires agrees to sell Purchased Shares on give written notice of such Third Party Offer (the market or "Notice of Right of First Refusal") to a party unrelated the Secretary of the subject Company and to such Purchaser in a the other Shareholders (the "non-market" saleOther Shareholders"). The notice must set forth the name of the proposed transferee (the "Third Party"), the Selling Purchaser number of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any property other than the Common Stock of the Offeror Shareholder, and the Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Shareholder shall deliver such Notice of Right of First Refusal to the parties noted above immediately upon receiving such Third Party Offer, but in any event not less than five seventy (570) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The last date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation Other Shareholders shall constitute the Purchaser "First Refusal Notice Date." The subject Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by such Company to all Shareholders within five (5) days of the determination of such date. For purposes of this Section 3.3, a "Third Party Offer" to purchase part or all of a Shareholder's Common Stock shall mean a written offer to purchase such Common Stock from a person or entity unrelated to that Shareholder. Without limitation of the generality of the foregoing, a Third Party Offer does not include an offer where the Shareholder receiving such offer has an option or obligation to reacquire all or part of the Common Stock covered by such offer.

Notice of Right of First Refusal. Notwithstanding In the provisions event that a Stockholder receives a bona fide offer (a "Third Party Offer") for the purchase of Section 3.1all or a part of his or its capital stock (or any rights or interests therein) that such Stockholder desires to accept, such Stockholder (the "Offeror Stockholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Secretary of the Company and absent to the right other Stockholders (the "Other Stockholders"); provided, however, that no Management Stockholder or such Management Stockholder's Permitted Transferee may attempt to make a transfer or Disposition of Shares of capital stock pursuant to this Section 3.3 at any time on or before the earlier of (i) the fifth anniversary of the Purchased Shares pursuant to Section 3.2date of this Agreement, either (ii) an Initial Public Offering or (iii) a Change of Control. The notice must set forth the name of the Purchasers may also transfer all or a portion of the Purchased Shares, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers proposed transferee (the "Selling PurchaserThird Party") desires to sell Purchased Shares on the market or to a party unrelated to such Purchaser in a "non-market" sale), the Selling Purchaser number and class of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any property other than the capital stock of the Offeror Stockholder, and the Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Stockholder shall deliver such Notice of Right of First Refusal to the parties noted above immediately upon receiving such Third Party Offer, but in any event not less than five thirty (530) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Section 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The last date that the Purchaser Notice of Right of First Refusal is delivered to received by the Purchasers Representatives and the Corporation Other Stockholders shall constitute the Purchaser "First Refusal Notice Date." The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Company to all Stockholders within five (5) days of the determination of such date. For purposes of this Section 3.3, a "Third Party Offer" to purchase part or all of a Stockholder's Common Stock shall mean a written offer to purchase such capital stock.

Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.12.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.22.2, either of the Purchasers each Shareholder may also transfer all or a portion of the Purchased Shareshis or her Stock, subject in all respects to the following "right of first refusal" provisions of this Section 3.32.3. If either of the Purchasers any Shareholder (the "Selling PurchaserShareholder") desires to sell Purchased Shares Stock on the market in a "broker's transaction" or to a party unrelated to such Purchaser in a "non-market" salethe Selling Shareholder, the Selling Purchaser shall Shareholder shall, not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First RefusalRefusal to (x) the "Shareholders Representatives" (which shall mean Xxxxxxxxxxx X. Xxxx and/or Xxx Xxxxxxxxxx, acting in such capacity, and/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the Purchased Shares to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after Shareholders Representatives and the Exclusive Option Period (as hereinafter defined), to the Corporation Purchasers at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the Other Purchaser Purchasers, all transfers permitted by this Section 3.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Shareholders Representatives and the Corporation Purchasers shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding to the provisions of Section 3.1, and absent the right to make a transfer Secretary of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion of the Purchased Shares, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers (the "Selling Purchaser") desires to sell Purchased Shares on the market or to a party unrelated to such Purchaser in a "non-market" sale, the Selling Purchaser shall not less than five (5) business Company at least 30 days prior to the date such proposed sale and, within five Business Days after receipt of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing Refusal by the following information: Company, the Company shall provide a copy of such Notice of Right of First Refusal to all Members (i) other than the number Offeror Member). The notice must set forth the name of shares of Purchased Shares the proposed to be so transferred transferee (the "Purchaser Offered StockThird Party"); , the number and class of Membership Interests to be sold to such proposed transferee (ii) the "Offered Units"), the price per unit (the "Offer Price"), all details of the payment terms and all other material terms and conditions of the proposed transferDisposition. A Third Party Offer must include an offer to acquire the same percentage of each class or series of Membership Interests then held by the Offeror Member. To the extent the Third Party Offer consists of consideration other than cash (or in addition to cash), including the identity Offer Price shall be equal to the amount of any such cash (in U.S. dollars), plus the fair market value of such non-cash consideration, and the Offer Price shall be expressed only in terms of (i) cash (in U.S. dollars), (ii) an unsecured promissory note (a "Note") and/or (iii) Marketable Securities in an amount not in excess of 5% of the outstanding shares of such class of Marketable Securities and which may be immediately resold by the transferee thereof in a manner that would not reasonably be expected to have a material adverse effect on the marketability or liquidity of such Marketable Securities. A Third Party Offer may not contain provisions related to any property of the Offeror Member other than the Membership Interests held by the Offeror Member; provided, however, that the Company and any Member, as the case may be, shall always have the right to pay the consideration payable pursuant to this Section 8.4, Section 8.5 or Section 8.6 (regardless of the form of consideration paid by any other accepting offeree of the Third Party Offer) in the form of U.S. dollars. Any proposed Disposition not satisfying the terms of this Section 8.4 (e.g., a Third Party Offer in which not all of the proposed transferee(sconsideration is cash, a Note and/or Marketable Securities) and the per share price to may not be charged (if any) for the Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Selling Purchaser to transfer the Offered Stock unless otherwise expressly permitted pursuant to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice provisions of Right of First Refusal (I.E., the number of shares multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Other Purchaser all transfers permitted by this Article VIII other than this Section 3.3 must be solely for consideration consisting of cash 8.4, Section 8.5 or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Representatives and the Corporation shall constitute the Purchaser First Refusal Notice DateSection 8.6.

Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.12.1, and absent the right to make a transfer of the Purchased Shares Stock pursuant to Section 3.22.2, either of the Purchasers each Shareholder may also transfer all or a portion of the Purchased Shareshis or her Stock, subject in all respects to the following "right of first refusal" provisions of this Section 3.32.3. If either of the Purchasers any Shareholder (the "Selling PurchaserShareholder") desires to sell Purchased Shares Stock on the market in a "broker's transaction" or to a party unrelated to such Purchaser in a "non-market" salethe Selling Shareholder, the Selling Purchaser shall Shareholder shall, not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First RefusalRefusal to (x) the "Shareholders Representatives" (which shall mean Xxxxxxxxxxx X. Xxxx and/or Xxx Xxxxxxxxxx, acting in such capacity, and/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: : (i) the number of shares of Purchased Shares Stock proposed to be so transferred (the "Purchaser Offered Stock"); ; (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the Purchased Shares to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and and (iii) an affirmative offer made by the Selling Purchaser Shareholder to transfer the Offered Stock to the Other Purchaser and, after Shareholders Representatives and the Exclusive Option Period (as hereinafter defined), to the Corporation Purchasers at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the Other Purchaser Purchasers, all transfers permitted by this Section 3.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is delivered to the Purchasers Shareholders Representatives and the Corporation Purchasers shall constitute the Purchaser First Refusal Notice Date.