Common use of Notice of Sales Clause in Contracts

Notice of Sales. Assignment of Company Right of First Refusal. ------------------------------------------------------------- (i) Should any Founder or Permitted Transferee, as defined in Section 1(f) below propose to accept one or more bona fide offers (collectively, a "Purchase Offer") from any persons to purchase shares of the Company's Common --------------- Stock (the "Shares") from such Founder (other than as set forth in subsection ------ 1(e) hereof), such Founder shall promptly deliver a notice (the "Notice") to the ------ Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of shares of the Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The Notice shall certify that the Founder or Permitted Transferee has received a Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the transfer is obtainable on the terms set forth in the Notice. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Common Stock Purchase Agreement between such Founder and the Company (the "Right ----- of First Refusal"), the Company will provide each Investor who holds at least ---------------- two hundred thousand (200,000) shares of Preferred Stock or Common Stock equivalent thereof or at least one hundred thousand (100,000) shares of Series D Preferred Stock or Common Stock equivalent thereof (each a "Major Investor") -------------- with notice of such determination at least fifteen (15) days prior to the end of the period in which the Right of First Refusal expires under such Common Stock Purchase Agreement. Each Major Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Major Investor relative to the aggregate number of Conversion Shares held by all Major Investors); provided that if fewer than all Major Investors elect to participate, the Shares that would otherwise be allocated to non-participating Major Investors shall be allocated to each participating Major Investor in a manner such that each participating Major Investor is entitled to purchase at least such Major Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Major Investors) or such different number of shares as the participating Major Investors shall mutually agree. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Major Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.

Notice of Sales. Assignment of Company Right of First Refusal. ------------------------------------------------------------- (i) Should any Founder or Permitted Transferee, as defined in Section 1(f) below propose to accept one or more bona fide offers (collectively, a "Purchase Offer") from any persons to purchase shares of the Company's Common --------------- -------------- Stock (the "Shares") from such Founder (other than as set forth in subsection ------ 1(e) hereof), such Founder shall promptly deliver a notice (the "Notice") to the ------ Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of shares of the Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The Notice shall certify that the Founder or Permitted Transferee has received a Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the transfer is obtainable on the terms set forth in the Notice. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Common Stock Purchase Agreement between such Founder and the Company (the "Right ----- of First Refusal"), the Company will provide each Investor who holds at ---------------------- least ---------------- two hundred thousand (200,000) shares of Preferred Stock or Common Stock equivalent thereof or at least one hundred thousand (100,000) shares of Series D Preferred Stock or Common Stock equivalent thereof (each a "Major Investor") -------------- with notice of such determination at least fifteen (15) days prior to the end of the period in which the Right of First Refusal expires under such Common Stock Purchase Agreement. Each Major Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Major Investor relative to the aggregate number of Conversion Shares held by all Major Investors); provided that if fewer than all Major Investors elect to participate, the Shares that would otherwise be allocated to non-participating Major Investors shall be allocated to each participating Major Investor in a manner such that each participating Major Investor is entitled to purchase at least such Major Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Major Investors) or such different number of shares as the participating Major Investors shall mutually agree. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Major Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.

Notice of Sales. Assignment of Company Right of First Refusal. ------------------------------------------------------------- (i) Should any Founder or Permitted Transferee, as defined in Section 1(f) below propose to accept one or more bona fide offers (collectively, a "Purchase Offer") from any persons to purchase shares of -------------- the Company's Common --------------- Stock (the "Shares") from such Founder (other than as set ------ forth in subsection ------ 1(e) hereof), such Founder shall promptly deliver a notice (the "Notice") to the ------ Company and each Investor stating the terms and conditions ------ of such Purchase Offer including, without limitation, the number of shares of the Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The Notice shall certify that the Founder or Permitted Transferee has received a Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the transfer is obtainable on the terms set forth in the Notice. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Common Stock Purchase Agreement between such Founder and the Company (the "Right ----- of First Refusal"), the Company will provide each Investor who holds at least ---------------- two hundred thousand (200,000) shares of Preferred Stock or Common Stock equivalent thereof or at least one hundred thousand (100,000) shares of Series D Preferred Stock or Common Stock equivalent thereof (each a "Major Investor") -------------- with ---------------------- notice of such determination at least fifteen (15) days prior to the end of the period in which the Right of First Refusal expires under such Common Stock Purchase Agreement. Each Major Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Major Investor relative to the aggregate number of Conversion Shares held by all Major Investors); provided that if fewer than all Major Investors elect to participate, the Shares that would otherwise be allocated to non-participating Major Investors shall be allocated to each participating Major Investor in a manner such that each participating Major Investor is entitled to purchase at least such Major Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Major Investors) or such different number of shares as the participating Major Investors shall mutually agree. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Major Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.

Notice of Sales. Assignment of Company Right of First Refusal. ------------------------------------------------------------- (i) Should any Founder or Permitted Transferee, as defined in Section 1(f) below propose to accept one or more bona fide offers (collectively, a "Purchase Offer") from any persons to purchase shares of the Company's Common --------------- Stock (the "Shares") from such Founder (other than as set forth in subsection ------ 1(e) hereof), such Founder shall promptly deliver a notice (the "Notice") to the ------ Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of shares of the Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The Notice shall certify that the Founder or Permitted Transferee has received a Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the transfer is obtainable on the terms set forth in the Notice. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Common Stock Purchase Agreement between such Founder and the Company (the "Right ----- of First Refusal"), the Company will provide each Investor who holds at least ---------------- two hundred thousand (200,000) shares of Preferred Stock or Common Stock equivalent thereof or at least one hundred thousand (100,000) shares of Series D Preferred Stock or Common Stock equivalent thereof (each a "Major Investor") -------------- with notice of such determination at least fifteen (15) days prior to the end of the period in which the Right of First Refusal expires under such Common Stock Purchase Agreement. Each Major Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Major Investor relative to the aggregate number of Conversion Shares held by all Major Investors); provided that if fewer than all Major Investors elect to participate, the Shares that would otherwise be allocated to non-participating Major Investors shall be allocated to each participating Major Investor in a manner such that each participating Major Investor is entitled to purchase at least such Major Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Major Investors) or such different number of shares as the participating Major Investors shall mutually agree. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Major Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.