Common use of Purchase of Shares - Right of First Refusal Clause in Contracts

Purchase of Shares - Right of First Refusal. (a) If the Company does not exercise its option to purchase the Vested Shares of the Employee upon the Employee’s Separation, and if the Employee or other holder of such Shares subsequently desires following Separation to transfer all or any portion of his or her Shares to any person or entity, and receives a bona fide offer to purchase the same (the “Offered Shares”), the Employee shall give at least sixty (60) days’ prior written notice (the “Offer Notice”) to the Company of his or her intention to so transfer the Shares. The Offer Notice shall state (1) the number of Offered Shares; (2) the name, business, and residence address of the proposed transferee; (3) whether or not the transfer is for valuable consideration and, if so, the consideration (the “Offered Price”); (4) the date upon which the proposed transfer to the transferee is to be consummated; and (5) all other material terms and conditions of the proposed transfer. A copy of any written agreement between the Employee or other holder of the Shares and the transferee (whether executed or not) shall be attached to the Offer Notice. (b) From and after the date of the Offer Notice, the Company shall have the option, but no obligation, to purchase the Offered Shares (the “Call”) at the lesser of the Offered Price or the Fair Market Value of the Offered Shares, and upon the same terms and conditions provided in the Offer Notice, exercisable in the order of priority and within the time periods set forth below: (i) Within forty-five (45) days after the date of the Offer Notice (or until the date the Fair Market Value is determined, if later), the Company shall have the option, but no obligation, to acquire all of the Offered Shares. The Company shall exercise the Call, if at all, by giving written notice to that effect to the Employee or other holder of the Shares within such forty-five (45) day option period or, if later, within fifteen (15) days of the determination of Fair Market Value. The exercise of the Company’s option must, in the aggregate, include the purchase of all of the Offered Shares or the exercise of such option shall be null and void. (ii) If the Company fails to exercise its Call to purchase in the aggregate all of the Offered Shares, the Offered Shares may be transferred to the transferee identified in the Offer Notice during the thirty (30) days following the date of the proposed transfer, as set forth in the Offer Notice, at the same exact price and on the same exact terms and conditions set forth in the Offer Notice. The effectiveness of such transfer is conditioned upon the transferee agreeing in writing to be a party to this Agreement and to be bound by all of its terms, conditions, and provisions. If the transfer does not occur in accordance with the terms disclosed in the Offer Notice, such transfer shall be automatically null and void without any further action being required on the part of the Company, and any attempt to transfer the Offered Shares thereafter without first complying with the terms of this Agreement shall be deemed null and void.

Purchase of Shares - Right of First Refusal. (a) If the Company does not exercise its option to purchase the Vested Shares of the Employee Recipient upon the EmployeeRecipient’s Separation, and if the Employee Recipient or other holder of such Shares subsequently desires following Separation to transfer all or any portion of his or her Shares to any person or entity, and receives a bona fide offer to purchase the same (the “Offered Shares”), the Employee Recipient shall give at least sixty (60) days’ prior written notice (the “Offer Notice”) to the Company of his or her intention to so transfer the Shares. The Offer Notice shall state (1) the number of Offered Shares; (2) the name, business, and residence address of the proposed transferee; (3) whether or not the transfer is for valuable consideration and, if so, the consideration (the “Offered Price”); (4) the date upon which the proposed transfer to the transferee is to be consummated; and (5) all other material terms and conditions of the proposed transfer. A copy of any written agreement between the Employee Recipient or other holder of the Shares and the transferee (whether executed or not) shall be attached to the Offer Notice. (b) From and after the date of the Offer Notice, the Company shall have the option, but no obligation, to purchase the Offered Shares (the “Call”) at the lesser of the Offered Price or the Fair Market Value of the Offered Shares, and upon the same terms and conditions provided in the Offer Notice, exercisable in the order of priority and within the time periods set forth below: (i) Within forty-five (45) days after the date of the Offer Notice (or until the date the Fair Market Value is determined, if later), the Company shall have the option, but no obligation, to acquire all of the Offered Shares. The Company shall exercise the Call, if at all, by giving written notice to that effect to the Employee Recipient or other holder of the Shares within such forty-five (45) day option period or, if later, within fifteen (15) days of the determination of Fair Market Value. The exercise of the Company’s option must, in the aggregate, include the purchase of all of the Offered Shares or the exercise of such option shall be null and void. (ii) If the Company fails to exercise its Call to purchase in the aggregate all of the Offered Shares, the Offered Shares may be transferred to the transferee identified in the Offer Notice during the thirty (30) days following the date of the proposed transfer, as set forth in the Offer Notice, at the same exact price and on the same exact terms and conditions set forth in the Offer Notice. The effectiveness of such transfer is conditioned upon the transferee agreeing in writing to be a party to this Agreement and to be bound by all of its terms, conditions, and provisions. If the transfer does not occur in accordance with the terms disclosed in the Offer Notice, such transfer shall be automatically null and void without any further action being required on the part of the Company, and any attempt to transfer the Offered Shares thereafter without first complying with the terms of this Agreement shall be deemed null and void.