Common use of Partial Exercise of the First Refusal Right Clause in Contracts

Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation delivered within five (5) business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d), as if the Corporation did not exercise the First Refusal Right; or (ii) sale to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c). The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. Owner’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (e)(i) above.

Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner Participant shall have the option, exercisable by written notice to the Corporation delivered within five (5) business days after OwnerParticipant’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d10(d), as if the Corporation did not exercise the First Refusal Right; or (ii) sale to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c10(c). The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. OwnerParticipant’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner Participant to sell the Target Shares pursuant to alternative (e)(ii) above.

Partial Exercise of the First Refusal Right. In the event the Corporation Company makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner Holder shall have the option, exercisable by written notice to the Corporation Company delivered within five (5) business days after OwnerHolder’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) sale or other disposition of some or all the Target Shares on the open market or to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d)4, as if the Corporation Company did not exercise the First Refusal Right; or (ii) sale to the Corporation Company of the portion of the Target Shares which the Corporation Company has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c)3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. OwnerHolder’s failure to deliver timely notification to the Corporation Company shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (e)(ii) above.

Partial Exercise of the First Refusal Right. In the event the Corporation Company makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner the Participant shall have the option, exercisable by written notice to the Corporation Company delivered within five (5) business days after Ownerthe Participant’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) a. sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(dParagraph 8(b)(iv), as if the Corporation Company did not exercise the First Refusal Right; or (ii) b. sale to the Corporation Company of the portion of the Target Shares which the Corporation Company has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(cParagraph 8(b)(iii). The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. Ownerlapses The Participant’s failure to deliver timely notification to the Corporation Company shall be deemed to be an election by Owner the Participant to sell the Target Shares pursuant to alternative (e)(ia) above.

Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation delivered within five (5) business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d)Paragraph E.4, as if the Corporation did not exercise the First Refusal Right; or (ii) sale to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c)Paragraph E.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. Owner’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (e)(ii) above.

Partial Exercise of the First Refusal Right. In the event the Corporation Company makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation Company delivered within five (5) business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: (i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d8(d), as if the Corporation Company did not exercise the First Refusal Right; or (ii) sale to the Corporation Company of the portion of the Target Shares which the Corporation Company has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c8(c). The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. Owner’s failure to deliver timely notification to the Corporation Company shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (e)(ii) above.