Common use of Offer by Selling Stockholder to the Investors, Select Stockholders and the Other Stockholders Clause in Contracts

Offer by Selling Stockholder to the Investors, Select Stockholders and the Other Stockholders. If the Company shall not have accepted the offer of the Selling Stockholder pursuant to paragraph (a) of this Section 2.11, the Selling Stockholder shall, upon receipt of the Reply Notice from the Company or upon the expiration of the 30-day period referred to in paragraph (a) of this Section 2.11, whichever shall first occur, deliver an Offering Notice to the Select Stockholders and the other Stockholders (and the Investors, in the case of an Executive Stockholder). Within 30 days from the receipt of such Offering Notice, the Investors, the Select Stockholders and the other Stockholders shall deliver a Reply Notice to the Selling Stockholder. In the event that some but not all of the Investors, the Select Stockholders and the other Stockholders accept the offer of the Selling Stockholder (those persons that accept such offer are referred to in this section as the "Purchasing Stockholders"), the Selling Stockholder shall deliver a second Offering Notice to the Purchasing Stockholders within ten days after the expiration of the 30-day period referred to in the preceding sentence. Pursuant to the second Offering Notice, the Selling Stockholder shall offer to each Purchasing Stockholder that proportion of the number of shares offered to non-Purchasing Stockholders that the number of shares of Common Stock owned by such Purchasing Stockholder bears to the total number of shares of Common Stock owned by all the Purchasing Stockholders. Additional Offering Notices, as needed, shall be delivered until each Purchasing Stockholder has been offered any remaining shares of Common Stock. Within ten days from the receipt of such Offering Notice, the Purchasing Stockholders shall deliver a second Reply Notice to the Selling Stockholder. If by a Reply Notice any of the Investors, Select Stockholders and/or the other Stockholders accept the offer of the Selling Stockholder, such Reply Notice shall constitute an agreement binding upon the Selling Stockholder to sell, and each Purchasing Stockholder to purchase, the offered shares at the price and upon the terms stated in the Offering Notice of the Selling Stockholder to the Investors, Select Stockholders and the other Stockholders subject to the provisions of paragraph (f) of Section 2.1 hereof.

Offer by Selling Stockholder to the Investors, Select Stockholders and the Other Stockholders. If the Company shall not have accepted the offer of the Selling Stockholder pursuant to paragraph (a) of this Section 2.112.8, the Selling Stockholder shall, upon receipt of the Reply Notice from the Company or upon the expiration of the 30-day period referred to in paragraph (a) of this Section 2.112.8, whichever shall first occur, deliver an Offering Notice to the Investors (in the case of a Selling Stockholder whose status as such derives from an Executive Stockholder), Select Stockholders and the other Stockholders (and the Investors, in the case of an Executive Stockholder)Stockholders. Within 30 days from the receipt of such Offering Notice, the Investors, the Select Stockholders and the other Stockholders shall deliver a Reply Notice to the Selling Stockholder. In the event that some but not all of the Investors, the Select Stockholders and the other Stockholders accept the offer of the Selling Stockholder (those persons that accept such offer are referred to in this section as the "Purchasing Stockholders"), the Selling Stockholder shall deliver a second Offering Notice to the Purchasing Stockholders within ten days after the expiration of the 30-day period referred to in the preceding sentence. Pursuant to the second Offering Notice, the Selling Stockholder shall offer to each Purchasing Stockholder that proportion of the number of shares offered to non-Purchasing Stockholders that the number of shares of Common Stock owned by such Purchasing Stockholder bears to the total number of shares of Common Stock owned by all the Purchasing Stockholders. Additional Offering Notices, as needed, shall be delivered until each Purchasing Stockholder has been offered any remaining shares of Common Stock. Within ten days from the receipt of such Offering Notice, the Purchasing Stockholders shall deliver a second Reply Notice to the Selling Stockholder. If by a Reply Notice any of the Investors, Select Stockholders and/or the other Stockholders accept the offer of the Selling Stockholder, such Reply Notice shall constitute an agreement binding upon the Selling Stockholder to sell, and each Purchasing Stockholder to purchase, the offered shares at the price and upon the terms stated in of the Offering Notice of the Selling Stockholder to the Investors, Select Stockholders and the other Stockholders subject to the provisions of paragraph (f) of Section 2.1 hereof.

Offer by Selling Stockholder to the Investors, Select Stockholders and the Other Stockholders. If the Company shall not have accepted the offer of the Selling Stockholder pursuant to paragraph (a) of this Section 2.112.9, the Selling Stockholder shall, upon receipt of the Reply Notice from the Company or upon the expiration of the 30-day period referred to in paragraph (a) of this Section 2.112.9, whichever shall first occur, deliver an Offering Notice to the Investors (in the case of a prospective involuntary Disposition by an Executive Stockholder), Select Stockholders and the other Stockholders (and the Investors, in the case of an Executive Stockholder)Stockholders. Within 30 days from the receipt of such Offering Notice, the Investors, the Select Stockholders and the other Stockholders shall deliver a Reply Notice to the Selling Stockholder. In the event that some but not all of the Investors, the Select Stockholders and the other Stockholders accept the offer of the Selling Stockholder (those persons that accept such offer are referred to in this section as the "Purchasing Stockholders"), the Selling Stockholder shall deliver a second Offering Notice to the Purchasing Stockholders within ten days after the expiration of the 30-day period referred to in the preceding sentence. Pursuant to the second Offering Notice, the Selling Stockholder shall offer to each Purchasing Stockholder that proportion of the number of shares offered to non-Purchasing Stockholders that the number of shares of Common Stock owned by such Purchasing Stockholder bears to the total number of shares of Common Stock owned by all the Purchasing Stockholders. Additional Offering Notices, as needed, shall be delivered until each Purchasing Stockholder has been offered any remaining shares of Common Stock. Within ten days from the receipt of such Offering Notice, the Purchasing Stockholders shall deliver a second Reply Notice to the Selling Stockholder. If by a Reply Notice any of the Investors, Select Stockholders and/or the other Stockholders accept the offer of the Selling Stockholder, such Reply Notice shall constitute an agreement binding upon on the Selling Stockholder to sell, and each Purchasing Stockholder to purchase, the offered shares at the price and upon the terms stated in of the Offering Notice of the Selling Stockholder to the Investors, Select Stockholders and the other Stockholders subject to the provisions of paragraph (f) of Section 2.1 hereof.

Offer by Selling Stockholder to the Investors, Select Stockholders and the Other Stockholders. If the Company shall not have accepted the offer of the Selling Stockholder pursuant to paragraph (ab) of this Section 2.112.7, the Selling Stockholder shall, upon receipt of the Reply Notice from the Company or upon the expiration of the 30-day period referred to in paragraph (ab) of this Section 2.112.7, whichever shall first occur, deliver an Offering Notice to the Investors (in the case of a Selling Stockholder whose status as such derives from an Executive Stockholder), the Select Stockholders and the other Stockholders (and the Investors, in the case of an Executive Stockholder)Stockholders. Within 30 days from the receipt of such Offering Notice, the InvestorsInvestors (in the case of a Selling Stockholder whose status as such derives from an Executive Stockholder), the Select Stockholders and the other Stockholders shall deliver a Reply Notice to the Selling Stockholder. In the event that some but not all of the Investors, the Select Stockholders and the other Stockholders accept the offer of the Selling Stockholder (those persons that accept such offer are referred to in this section as the "Purchasing Stockholders"), the Selling Stockholder shall deliver a second Offering Notice to the Purchasing Stockholders within ten days after the expiration of the 30-day period referred to in the preceding sentence. Pursuant to the second Offering Notice, the Selling Stockholder shall offer to each Purchasing Stockholder that proportion of the number of shares offered to non-Purchasing Stockholders that the number of shares of Common Stock owned by such Purchasing Stockholder bears to the total number of shares of Common Stock owned by all the Purchasing Stockholders. Additional Offering Notices, as needed, shall be delivered until each Purchasing Stockholder has been offered any remaining shares of Common Stock. Within ten days from the receipt of such Offering Notice, the Purchasing Stockholders shall deliver a second Reply Notice to the Selling Stockholder. If by a Reply Notice any of the Investors, Select Stockholders and/or and the other Stockholders accept the offer of the Selling Stockholder, such Reply Notice shall constitute an agreement binding upon the Selling Stockholder to sell, and each Purchasing Stockholder to purchase, the offered shares at the price and upon the terms stated in of the Offering Notice of the Selling Stockholder to the Investors, Select Stockholders and the other Stockholders subject to the provisions of paragraph (f) of Section 2.1 hereof.