Common use of Parent's Right of First Refusal Clause in Contracts

Parent's Right of First Refusal. If LHT desires to transfer, directly or indirectly, all or any portion of the Acquired Shares or other equity interests acquired in other entities pursuant to the provisions of this Agreement ("Equity Interests") to a bona fide third party purchaser, (excluding any wholly owned subsidiaries of LHT, and shall not be a direct or indirect competitor of Parent, Newco or the Company), LHT must provide Parent with a first right of refusal, and give notice to Parent and Newco of the proposed transfer including (i) the name of the proposed transferee(s), (ii) the number of shares or other Equity Interests desired to be transferred (the "Offered Shares"), (iii) the price per share or other Equity Interest and other material terms of the offer, and (iv) an offer to sell the Shares to Parent on the same terms. Any such transfer by LHT shall include all other interests that LHT has acquired pursuant to the rights granted under this Agreement if the transfer is of ten percent (10%) or more of the Acquired Shares. Parent shall have an irrevocable right to purchase all or a portion of the Offered Shares upon the terms of LHT's notice, and shall be required to provide notice of its intent to purchase the Offered Shares within ninety (90) days after delivery of LHT's notice (the "Initial Period"). If Parent elects to purchase all or any portion of the Offered Shares, it must pay the purchase price within the ninety (90) day period following the Initial Period upon delivery of the share certificates representing the Offered Shares, properly endorsed for transfer. If fewer than all of the Offered Shares are elected to be purchased by Parent, LHT may then transfer, subject to compliance with all applicable state and federal securities laws, the remaining Offered Shares to a third party at any time within the ninety (90) days after the Initial Period on terms no more favorable than in LHT's notice. The rights of Parent under this right of first refusal shall be exercisable by any direct or indirect Affiliate of Parent.

Parent's Right of First Refusal. If LHT desires At any time after the first occurrence of a Trigger Event and prior to transferthe expiration of twenty-four (24) months immediately following the first transfer of shares of Parent Common Stock from Parent to the Company in connection with a Stock Exercise of the Company Option, directly if the Company shall desire to sell, assign, transfer or indirectly, otherwise dispose of all or any portion of the Acquired Shares shares of Parent Common Stock or other equity interests securities acquired in other entities by it pursuant to a Stock Exercise of the provisions of this Agreement ("Equity Interests") to a bona fide third party purchaser, (excluding any wholly owned subsidiaries of LHT, and shall not be a direct or indirect competitor of Company Option by Parent, Newco or the Company), LHT must provide it shall give Parent with a first right of refusal, and give written notice to Parent and Newco of the proposed transfer including transaction (i) a "Company Offer Notice"), identifying the name proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transferee(s)transaction. A Company Offer Notice shall be deemed an offer by the Company to Parent, which may be accepted within five (ii5) business days of the number receipt of such Company Offer Notice, on the same terms and conditions and at the same price at which the Company is proposing to transfer such shares or other Equity Interests desired securities to be transferred (the "Offered Shares"), (iii) the price per share such transferee. The purchase of any such shares or other Equity Interest and other material terms securities by Parent shall be settled within five (5) business days of the offer, date of the acceptance of the offer and (iv) an offer to sell the Shares to Parent on the same terms. Any such transfer by LHT purchase price shall include all other interests that LHT has acquired pursuant be paid to the rights granted under this Agreement if Company in immediately available funds. In the transfer is of ten percent (10%) or more event of the Acquired Shares. failure or refusal of Parent shall have an irrevocable right to purchase all the shares or other securities covered by a portion of the Offered Shares upon the terms of LHT's notice, and shall be required to provide notice of its intent to purchase the Offered Shares within ninety (90) days after delivery of LHT's notice (the "Initial Period"). If Parent elects to purchase all or any portion of the Offered Shares, it must pay the purchase price within the ninety (90) day period following the Initial Period upon delivery of the share certificates representing the Offered Shares, properly endorsed for transfer. If fewer than all of the Offered Shares are elected to be purchased by Parent, LHT may then transfer, subject to compliance with all applicable state and federal securities lawsCompany Offer Notice, the remaining Offered Shares Company may sell all, but not less than all, of such shares or other securities to a third party the proposed transferee at any time within no less than the ninety (90) days after the Initial Period price specified and on terms no more favorable to the transferee than those set forth in LHT's noticethe Company Offer Notice; provided that the provisions of this sentence shall not limit the rights the Company may otherwise have in the event Parent has accepted the offer contained in the Company Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The rights requirements of Parent under this right Section 8(d) shall not apply to (i) any disposition as a result of first refusal shall be exercisable by any direct or indirect Affiliate which the proposed transferee would own beneficially not more than two percent (2%) of the outstanding voting power of Parent, (ii) any sale by means of a public offering registered under the Securities Act, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of the Company which agrees in writing to be bound by the terms hereof.