Common use of Offer to Exercise Clause in Contracts

Offer to Exercise. If Xxxxxxxx proposes to Transfer at least ten percent (10%) of the outstanding shares of Common Stock (including, for purposes of determining the ten percent (10%) threshold, Warrants or other Convertible Securities Beneficially Owned by Xxxxxxxx) to any Tag-Along Purchaser, in a single transaction or a series of related transactions (the “Tag-Along Sale”), then prior to consummating the Tag-Along Sale, Xxxxxxxx (i) shall furnish a written notice (the “Tag-Along Initiation Notice”) to the Warrant Agent, on behalf of the Holders (who shall deliver such Tag-Along Notice to the Holders) (each Holder, a “Tag-Along Offeree”), and (ii) comply with the other provisions of this Section 3.11. The Tag-Along Initiation Notice shall include: (A) the principal terms of the Tag-Along Sale, including (i) the number of shares of Common Stock or Warrants to be Transferred by Xxxxxxxx (the “Number of Shares”), (ii) the per share of Common Stock purchase price, (iii) the name and address of the Tag-Along Purchaser, and (iv) the expected closing date of the Tag-Along Sale; and (B) an invitation to each Tag-Along Offeree to participate in such Tag-Along Sale with respect to the Warrants Beneficially Owned by each Tag-Along Offeree on a pro rata basis on the same terms and conditions with respect to each share of Common Stock to be Transferred by Xxxxxxxx.

Offer to Exercise. If Xxxxxxxx any Holder or group of Holders acting in concert proposes to Transfer at least ten percent (10%) 30% of the outstanding shares securities of Common Stock any class or series of Shares (includingeach or collectively, for purposes of determining as the ten percent (10%) thresholdcase may be, Warrants or other Convertible Securities Beneficially Owned by Xxxxxxxx) an “Initiating Tag-Along Seller”), to any Tag-Along Purchaser, in a single transaction or a series of related transactions (the “Tag-Along Sale”), then then, prior to consummating the Tag-Along Sale, Xxxxxxxx (i) the Initiating Tag-Along Seller shall furnish a written notice (the “Tag-Along Initiation Notice”) to each of the other Holders, and the Warrant Agent, on behalf of the Warrant Holders (who shall deliver such Tag-Along Notice to the Holders) (each other Holder and Warrant Holder, a “Tag-Along Offeree”), ) and (iiB) comply with the other provisions of this Section 3.112.3. The Tag-Along Initiation Notice shall include: (Ai) the principal terms of the Tag-Along Sale, including (iA) the number of shares of Common Stock or Warrants Shares to be Transferred by Xxxxxxxx the Initiating Tag-Along Seller (the “Number of Shares”), (iiB) the per share of Common Stock Share purchase price, (iiiC) the name and address of the Tag-Along PurchaserSeller(s), (D) the name and address of the Tag-Along Purchaser and (ivE) the expected closing date of the Tag-Along Sale; and (Bii) an invitation to each Tag-Along Offeree to participate in such Tag-Along Sale with respect to the Warrants Shares Beneficially Owned by each Tag-Along Offeree on a pro rata basis on the same terms and conditions with respect to each share of Common Stock Share to be Transferred by Xxxxxxxxthe Initiating Tag-Along Seller.

Offer to Exercise. If Xxxxxxxx any Stockholder or group of Stockholders (each, an "Initiating Tag-Along Seller"), proposes to Transfer at least ten percent (10%) of the outstanding shares of Common Stock (includingsell, assign or otherwise transfer for purposes of determining the ten percent (10%) threshold, Warrants or other Convertible Securities Beneficially Owned by Xxxxxxxx) value to any Tag-Along Purchaser, in a single transaction or a series of related transactions transactions, an aggregate number of Shares that constitutes at least 35% of all Shares outstanding on the date of such transaction (the “"Tag-Along Sale”)") (or, then prior to consummating if the Tag-Along SaleSale is a series of related transactions, Xxxxxxxx (i) on the date of the first transaction in such series), then the Initiating Tag-Along Sellers shall furnish a written notice (the “"Tag-Along Initiation Notice”") to the Warrant Agent, on behalf of the Holders each other Stockholder (who shall deliver such Tag-Along Notice to the Holders) (each Holdereach, a “"Tag-Along Offeree”), and (ii") comply with at least five business days prior to the other provisions of this Section 3.11Tag-Along Sale. The Tag-Along Initiation Notice shall include: (Aa) the principal terms of the Tag-Along SaleSale insofar as such terms relate to the Shares, including (i) the number of shares of Common Stock or Warrants Shares to be Transferred by Xxxxxxxx (the “Number of Shares”)purchased from each Initiating Tag-Along Seller, (ii) the per share of Common Stock purchase priceTag-Along Percentage, (iii) the maximum and minimum per Share purchase price and (iv) the name and address of the prospective Tag-Along Purchaser, and (iv) the expected closing date of the Tag-Along Sale; and (Bb) an invitation to each Tag-Along Offeree to participate make an offer to include in the Tag-Along Sale to such prospective Tag-Along Purchaser an additional number of Shares held by such Tag-Along Sale with respect to Offeree that does not exceed the Warrants Beneficially Owned by each Tag-Along Offeree on a pro rata basis Percentage of the total number of Shares held by such Tag-Along Offeree, on the same terms and conditions with respect to each share Share sold as each Initiating Tag-Along Seller shall sell each of Common Stock to be Transferred by Xxxxxxxxits Shares.