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

Notice of Right of First Refusal. In the event that a Shareholder receives a bona fide offer (a "Third Party Offer") for the purchase of all or a part of his or her Stock (or any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Shareholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Secretary of the Corporation and to the other Shareholders (the "Other Shareholders"). The notice must set forth the name of the proposed Transferee, the 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 sixty (60) days prior to the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereunder. The last date that the Notice of Right of First Refusal is received by the Other Shareholders shall constitute the "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. In the event that (a) If a Shareholder Member receives a bona fide written offer from any person, including any Member (a "“Third Party Offer") ”), for the purchase of all or a part of his each class or her Stock (or any rights or interests therein) that series of Membership Interests then held by such Shareholder Member which such Member desires to accept, such Shareholder Member (the "“Offeror Shareholder"Member”) agrees to give shall provide written notice of such Third Party Offer (the "“Notice of Right of First Refusal"”) to the Secretary of the Corporation and 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 (other Shareholders (than the "Other Shareholders"Offeror Member). The notice must set forth the name of the proposed Transfereetransferee (the “Third Party”), the number and class of shares Membership Interests to be transferred sold to such proposed transferee (the "“Offered Stock"Units”), the price per share unit (the "“Offer Price"”), all details of the payment terms, 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), the 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 Stock 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 Offeror Shareholder, and form of consideration paid by any other accepting offeree of 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 the form of U.S. dollars. Any proposed Disposition not less than sixty (60) days prior to satisfying the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereunder. The last date that the Notice of Right of First Refusal is received by the Other Shareholders shall constitute the "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 terms 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 foregoing8.4 (e.g., a Third Party Offer does in which 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 proposed consideration is cash, a Note and/or Marketable Securities) may not be made unless otherwise expressly permitted pursuant to the foregoing provisions of this Article VIII other than this Section 3.018.4, 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 $10.00Section 8.5 or Section 8.6.

Notice of Right of First Refusal. In the event that (a) If a Shareholder 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 purchase of all or a part of his or her Stock its Units (or any rights or interests thereinother than Profits Units and Unvested Management Units) that such Shareholder Unitholder desires to accept, such Shareholder Unitholder (the "“Offeror Shareholder"Unitholder”) agrees to give written notice of such Third Party Offer (the "“Notice of Right of First Refusal"”) to the Secretary of the Corporation and 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 the Management Unitholders (other Shareholders (than the "Other Shareholders"Offeror Unitholder). The notice must set forth such Management Unitholder’s or Investor Unitholder’s intention to make a Disposition, the name and address of the proposed Transfereetransferee (the “Third Party”), the number and class of shares Units to be transferred sold (the "“Offered Stock"Units”), the price per share Unit (the "“Offer Price"”), all details of the payment terms, terms and all other terms and conditions of the proposed TransferDisposition, 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 Stock of Units (excluding Profits Units and Unvested Management Units) held by the Offeror ShareholderUnitholder, and the Offer Price shall be expressed only in terms of cash contained (in U.S. dollars). The Offer Price may differ in order to reflect differences in the proposed transferPreferred Return Amount and the Liquidation Preference with respect to the Convertible Preferred Units that are Offered Units and the Threshold Value with respect to the Series B Convertible Preferred Units, the Series C Convertible Preferred Units and the Cl Units. The Offeror Shareholder Unitholder 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 Company no less than sixty thirty (6030) days prior to the date of the proposed TransferDisposition. An offer for Any proposed Disposition not satisfying the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereunder. The last date that the Notice of Right of First Refusal is received by the Other Shareholders shall constitute the "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 terms 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 foregoing5.3 (e.g., a Third Party Offer does in which 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 proposed consideration is cash or a Third Party Offer to purchase Profits Units) may not be made unless otherwise expressly permitted pursuant to the foregoing provisions of this Section 3.01Article 5 other than Sections 5.3, 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 $10.005.4 or 5.5.

Notice of Right of First Refusal. In the event that a Shareholder Stockholder receives a bona fide offer (a "Third Party Offer") for the purchase of all or a part of his or her Stock its capital stock (or any rights or interests therein) that such Shareholder Stockholder desires to accept, such Shareholder Stockholder (the "Offeror ShareholderStockholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Secretary of the Corporation Company and to the other Shareholders Stockholders (the "Other ShareholdersStockholders"); 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 date of this Agreement, (ii) an Initial Public Offering or (iii) a Change of Control. The notice must set forth the name of the proposed Transfereetransferee (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, terms and all other terms and conditions of the proposed Transfertransfer. A Third Party Offer may not contain provisions related to any property other than the Stock capital stock of the Offeror ShareholderStockholder, and the Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Shareholder 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 sixty thirty (6030) days prior to the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereundertransfer. The last date that the Notice of Right of First Refusal is received by the Other Shareholders Stockholders shall constitute the "First Refusal Notice Date." The Corporation 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 Corporation Company to all Shareholders Stockholders within five (5) days of the determination of such date. For purposes of this Section 3.013.3, a "Third Party Offer" to purchase part or all of a ShareholderStockholder's Common 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 $10.00capital stock.

Notice of Right of First Refusal. In the event that an A Round Stockholder, an Investor Stockholder or a Shareholder 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 all or a part of his or her Stock its capital stock (or any rights or interests therein) of the Company that such Shareholder A Round Stockholder, Investor Stockholder or Management Stockholder desires to accept, such Shareholder A Round Stockholder, Investor Stockholder or Management Stockholder (the "Offeror ShareholderStockholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Secretary of the Corporation and 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 other Shareholders Stockholders (the "Other ShareholdersStockholders")) specified below in this Article III. The notice must set forth the name of the proposed Transfereetransferee (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, terms and all other terms and conditions of the proposed Transfertransfer. A Third Party Offer may not contain provisions related to any property other than the Stock capital stock of the Company held by the Offeror ShareholderStockholder, and the Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Shareholder Stockholder shall deliver such Notice of Right of First Refusal to the parties noted above immediately promptly upon receiving such Third Party Offer, but in any event not less than sixty thirty (6030) days prior to the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereundertransfer. The last date that the Notice of Right of First Refusal is received by the applicable Other Shareholders Stockholders shall constitute the "First Refusal Notice Date." The Corporation 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 Corporation Company to all Shareholders applicable Other Stockholders within five (5) business 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. In to the event that a Shareholder receives a bona fide offer (a "Third Party Offer") for Secretary of the purchase Company at least 30 days prior to such proposed sale and, within five Business Days after receipt of all or a part of his or her Stock (or any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Shareholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") Refusal by the Company, the Company shall provide a copy of such Notice of Right of First Refusal to all Members (other than the Secretary of the Corporation and to the other Shareholders (the "Other Shareholders"Offeror Member). The notice must set forth the name of the proposed Transfereetransferee (the "Third Party"), the number and class of shares Membership Interests to be transferred sold to such proposed transferee (the "Offered StockUnits"), the price per share unit (the "Offer Price"), all details of the payment terms, 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), the 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 Stock 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 Offeror Shareholder, and form of consideration paid by any other accepting offeree of 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 the form of U.S. dollars. Any proposed Disposition not less than sixty (60) days prior to satisfying the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereunder. The last date that the Notice of Right of First Refusal is received by the Other Shareholders shall constitute the "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 terms 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 foregoing8.4 (e.g., a Third Party Offer does in which 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 proposed consideration is cash, a Note and/or Marketable Securities) may not be made unless otherwise expressly permitted pursuant to the foregoing provisions of this Article VIII other than this Section 3.018.4, 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 $10.00Section 8.5 or Section 8.6.

Notice of Right of First Refusal. In the event that a Shareholder receives a bona fide offer (a "Third Party Offer") for the purchase of all or a part of his or her its Common Stock (or any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Shareholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Secretary of the Corporation subject Company and to the other Shareholders (the "Other Shareholders"). The notice must set forth the name of the proposed Transfereetransferee (the "Third Party"), the number of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms, terms and all other terms and conditions of the proposed Transfertransfer. 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 sixty seventy (6070) days prior to the date of the proposed Transfer. An offer for the purchase of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereundertransfer. The last date that the Notice of Right of First Refusal is received by the Other Shareholders shall constitute the "First Refusal Notice Date." The Corporation 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 the Corporation such Company to all Shareholders within five (5) days of the determination of such date. For purposes of this Section 3.013.3, 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. 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. In Notwithstanding the event that provisions of Section 2.1, and absent the right to make a transfer of Stock pursuant to Section 2.2, each Shareholder receives a bona fide offer (a "Third Party Offer") for the purchase of may transfer all or a part portion of his or her Stock (or Stock, subject in all respects to the following "right of first refusal" provisions of this Section 2.3. If any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Selling Shareholder") agrees desires to give written notice sell Stock on the market in a "broker's transaction" or to a party unrelated to the Selling Shareholder, the Selling Shareholder shall, not less than five (5) business days prior to the date of such Third Party Offer (the "proposed sale, assignment, transfer or other disposition, deliver a 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) to the Secretary each of the Corporation and to Purchasers, containing the other Shareholders following information: (the "Other Shareholders"). The notice must set forth the name of the proposed Transferee, i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s), if not a "market transaction" and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Selling Shareholder to transfer the Offered Stock to the Shareholders Representatives and the Purchasers at a price per share (the "Offer Price"), all details of ) equal to 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 total cash contained price in the proposed transfer. The Offeror Shareholder shall deliver such transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (I.E., the number of shares multiplied by the per share-cash price, to be received for the parties noted above immediately upon receiving such Third Party Offershares of Stock to be transferred), but in any event not less than sixty it being agreed that, (60x) days without the prior to written approval of each of the Purchasers, all transfers permitted by this Section 2.3 must be solely for consideration consisting of cash, and (y) the 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 proposed Transfer. An offer for the purchase Notice of Stock in which property other than cash is to be exchanged for the Stock shall not be considered a valid Third Party Offer hereunderRight of First Refusal. The last date that the Notice of Right of First Refusal is received by delivered to the Other Shareholders Representatives and the Purchasers shall constitute the "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.