Common use of Right of First Refusal of the Company Clause in Contracts

Right of First Refusal of the Company. Except as otherwise provided herein, any Stockholder who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions (the “Selling Stockholder”) shall, prior to any such transfer, give written notice (the “Selling Stockholder’s Notice”) of such intention to the Company and to the Investors. The Selling Stockholder’s Notice shall include the name of the proposed transferee, the proposed purchase price per Share, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s Notice shall constitute a binding offer by the Selling Stockholder to sell to the Company or its designee all or any part of such number of Shares (the “Offered Shares”) then owned by the Selling Stockholder as are proposed to be sold in the Selling Stockholder’s Notice at the monetary price per Share designated in the Selling Stockholder’s Notice, payable as provided in Section 3.3(c). Not later than twenty (20) days after receipt of the Selling Stockholder’s Notice, the Company shall deliver written notice to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s Notice (in whole or in part); provided, however, that the Company shall not accept such offer without the prior approval of Company’s Board of Directors (including each of the Series H Directors (as hereinafter defined)). The closing of any purchase of the Offered Shares by the Company shall take place on the later of (i) fifteen (15) days after the end of the twenty (20) day period set forth above and (ii) the date on which the Investors consummate any purchase of Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month period.

Right of First Refusal of the Company. Except as otherwise provided herein, any Any Stockholder who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions (the “"Selling Stockholder”") in excess of the amount that may be sold by an affiliate under Rule 144(e)(1) promulgated under the Securities Act of 1933, as amended (substituting the words "lesser of" in place of the words "greater of" in such provision) shall, prior to any such transfer, give written notice (the “"Selling Stockholder’s 's Notice”") of such intention to the Company and to the InvestorsCompany. The Selling Stockholder’s 's Notice shall include the name of the proposed transfereetransferee (or the broker or market maker, if applicable), the proposed purchase price per ShareShare (including the cash value of any non-cash consideration), the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee (or the broker or market maker if applicable) to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s 's Notice shall constitute a binding offer by the Selling Stockholder to sell to the Company or its designee all or any part of such number of Shares (the “"Offered Shares”") then owned by the Selling Stockholder as are proposed to be sold in the Selling Stockholder’s 's Notice at the monetary price per Share designated in the Selling Stockholder’s 's Notice, payable as provided in Section 3.3(c)2.2.4 hereof. Not later than twenty fifteen (2015) days after receipt of the Selling Stockholder’s 's Notice, the Company shall deliver written notice (the "Company's Notice") to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s Notice ('s Notice. The Company may only accept the offer of the Selling Stockholder in whole or in part); provided, however, that the Company shall and may not accept such offer without in part. If the prior approval of Company’s Board of Directors (including each Company accepts the offer of the Series H Directors (as hereinafter defined)). The Selling Stockholder, the Company's Notice shall fix a time, location and date for the closing of any purchase of the Offered Shares by the Company such purchase, which date shall take place on the later of be not less than ten (i10) fifteen nor more than thirty (1530) days after the end of the twenty (20) day period set forth above and (ii) the date on which the Investors consummate any purchase of Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval delivery of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month period's Notice.

Right of First Refusal of the Company. Except as otherwise provided herein, any Any Stockholder who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions (the “"Selling Stockholder”") shall, prior to any such transfer, give written notice (the “"Selling Stockholder’s 's Notice”") of such intention to the Company and to the InvestorsCompany. The Selling Stockholder’s 's Notice shall include the name of the proposed transferee, the proposed purchase price per Share, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s 's Notice shall constitute a binding offer by the Selling Stockholder to sell to the Company or its designee all or any part of such number of Shares (the “"Offered Shares”") then owned by the Selling Stockholder as are proposed to be sold in the Selling Stockholder’s 's Notice at the monetary price per Share designated in the Selling Stockholder’s 's Notice, payable as provided in Section 3.3(c)2.2.3 hereof. Not later than twenty sixty (2060) days after receipt of the Selling Stockholder’s 's Notice, the Company shall deliver written notice (the "Company's Notice") to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s Notice ('s Notice. The Company may only accept the offer of the Selling Stockholder in whole or in part); provided, however, that the Company shall and may not accept such offer without in part. If the prior approval of Company’s Board of Directors (including each Company accepts the offer of the Series H Directors (as hereinafter defined)). The Selling Stockholder, the Company's Notice shall fix a time, location and date for the closing of any purchase of the Offered Shares by the Company such purchase, which date shall take place on the later of be not less than ten (i10) fifteen nor more than sixty (1560) days after the end of the twenty (20) day period set forth above and (ii) the date on which the Investors consummate any purchase of Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval delivery of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month period's Notice.

Right of First Refusal of the Company. Except with respect to an Assignment of its Units by Xxxxx pursuant to a Change of Control transaction as otherwise provided hereindescribed in Section 8.05(c), any Stockholder Member who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions Units (the “Selling StockholderMember”) to a bona fide third party shall, prior to any such transfer, (i) first, satisfy the conditions set forth in Section 8.02 hereof, applicable to Assignments and (ii) second, give written notice (the “Selling StockholderMember’s Notice”) of such intention to the Company and to the InvestorsCompany. The Selling StockholderMember’s Notice shall include the name of the proposed transferee, the proposed purchase price per ShareUnit, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee to purchase such Shares Units from the Selling StockholderMember. The Selling StockholderMember’s Notice shall constitute a binding offer by the Selling Stockholder Member to sell to the Company or its designee all or any part of such number of Shares Units (the “Offered SharesUnits”) then owned by the Selling Stockholder Member as are proposed to be sold in the Selling StockholderMember’s Notice at the monetary price per Share Unit designated in the Selling StockholderMember’s Notice, payable as provided in Section 3.3(c)8.03(c) hereof. Not later than twenty thirty (2030) days after receipt of the Selling StockholderMember’s Notice, the Company shall deliver written notice (the “Company’s Notice”) to the Selling Stockholder Member stating whether the Company has accepted the offer stated in the Selling StockholderMember’s Notice (Notice. The Company may only accept the offer of the Selling Member in whole or in part); provided, however, that the Company shall and may not accept such offer without in part. If the prior approval Company accepts the offer of the Selling Member, the Company’s Board of Directors (including each of Notice shall fix a time, location and date for the Series H Directors (as hereinafter defined)). The closing of any purchase of the Offered Shares by the Company such purchase, which date shall take place on the later of be not less than ten (i10) fifteen nor more than thirty (1530) days after the end of the twenty (20) day period set forth above and (ii) the date on which the Investors consummate any purchase of Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval delivery of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month periodNotice.

Right of First Refusal of the Company. Except as otherwise provided herein, any Stockholder who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions (the “Selling Stockholder”) shall, prior to any such transfer, give written notice (the “Selling Stockholder’s Notice”) of such intention to the Company and to the Investors. The Selling StockholderTransferring Member’s Notice shall include the name of the proposed transferee, the proposed purchase price per ShareUnit, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee Transferee to purchase or otherwise accept such Shares Units from the Selling StockholderTransferring Member. The Selling StockholderTransferring Member’s Notice shall constitute a binding offer by the Selling Stockholder Transferring Member to sell to the Company or its designee all or any part of such number of Shares (the “Offered Shares”) Units then owned by the Selling Stockholder Transferring Member as are proposed to be sold in the Selling StockholderTransferring Member’s Notice (the “Offered Units”) at the monetary price per Share Unit designated in the Selling StockholderTransferring Member’s Notice, payable as provided in Section 3.3(c)8.2(c)(iii) hereof. Not later than twenty thirty (2030) days after receipt of the Selling StockholderTransferring Member’s Notice, the Company shall deliver written notice (the “Company’s Notice”) to the Selling Stockholder Transferring Member stating whether the Company or its designee has accepted the offer stated in the Selling StockholderTransferring Member’s Notice Notice. The Company (or its designee) may only accept the offer of the Transferring Member in whole or in part); provided, however, that the Company shall and may not accept such offer without in part. If the prior approval Company or its designee accepts the offer of the Transferring Member, the Company’s Board of Directors (including each of Notice shall fix a time, location and date for the Series H Directors (as hereinafter defined)). The closing of any purchase of the Offered Shares by the Company such purchase, which date shall take place on the later of be not less than ten (i10) fifteen nor more than thirty (1530) days after the end of the twenty (20) day period set forth above and (ii) the date on which the Investors consummate any purchase of Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval delivery of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month periodNotice.

Right of First Refusal of the Company. Except as otherwise (a) Subject to the restrictions on Disposition provided hereinfor in Section 4.3, in the event any Stockholder who intends Holder (a “Selling Shareholder”) desires to sell, assign, transfer or otherwise voluntarily alienate or dispose (i) make an Applicable Disposition of any Purchased Shares or (ii) make a Demand Registration pursuant to Section 2.1 with respect to any Purchased Shares, then such Selling Shareholder shall first deliver to the Company a notice (a “Notice of Sale Offer”) which shall include the number of Purchased Shares which are desired to be included in one transaction the Applicable Disposition or a series of related transactions the Demand Registration (the “Selling StockholderRefusal Shares”) shall, prior to any such transfer, give written notice (the “Selling Stockholder’s Notice”) of such intention to the Company and to the Investors). The Selling Stockholder’s Notice of Sale Offer shall include the name of the proposed transferee, the proposed purchase price per Share, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s Notice shall constitute a binding an offer by the Selling Stockholder to sell to the Company or its designee all or any part of such number the Refusal Shares at a price equal to the Common Stock Market Value as of the day the Notice of Sale Offer is delivered to the Company. (b) The option to purchase Purchased Shares may be exercised by the Company by delivery by the Company of a notice to the Selling Shareholder within five (5) business days following receipt by the Company of the Notice of Sale Offer (the “Offered SharesOffer Period”) then owned stating that the Company intends to acquire all of the Purchased Shares to be Disposed of by the Selling Stockholder Shareholder. Such communication shall, when taken in conjunction with the offer as are proposed contained within the Notice of Offer, be deemed to be sold constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Purchased Shares. (c) If the Company (i) does not elect to purchase all of the Refusal Shares identified in the Selling Stockholder’s Notice at the monetary price per Share designated in of Sale Offer, (ii) fails to deliver a notice to the Selling Stockholder’s NoticeShareholder within the Offer Period stating that the Company intends to purchase such Refusal Shares or (iii) fails, payable for any reason other than a failure of the Selling Shareholder to comply with its obligations to sell such Refusal Shares, to purchase such Refusal Shares within ten (10) days following the delivery by the Company of a notice stating that the Company intends to purchase such Refusal Shares as provided in Section 3.3(c). Not later than twenty 4.2(b) above (20) days after receipt prior to the expiration of the Selling Stockholder’s NoticeOffer Period), the Company shall deliver written notice to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s Notice (in whole or in part); provided, however, that then the Company shall not accept have a right to purchase any of such offer without Refusal Shares and the prior approval of Company’s Board of Directors Selling Shareholder shall be free within one hundred eighty (including each of the Series H Directors (as hereinafter defined)). The closing of any purchase of the Offered Shares by the Company shall take place on the later of (i) fifteen (15180) days after the end date of expiration of the twenty Offer Period to Dispose of such shares in accordance with and subject to the other terms of this Agreement. If there is no Disposition within such one hundred eighty (20180) day period set forth above period, the Selling Shareholder shall not Dispose of such Refusal Shares without again complying with the provisions of this Section 4.2. (d) If, at any time prior to the termination of the Trust Agreement, the Company timely accepts a Notice of Sale Offer, then the Company and the Shareholder shall promptly deliver joint written instructions to the Trustee Holder instructing the Trustee Holder to sell the Refusal Shares identified in such Notice of Sale Offer to the Company at a specific price per share designated therein, which price shall be equal to the Common Stock Market Value as of the day the Notice of Sale Offer was delivered to the Company. (iie) If, after termination of the date on which Trust Agreement, the Investors consummate any Company timely accepts a Notice of Sale Offer, then upon the Company’s tender of the purchase price for the Refusal Shares identified in such Notice of Offered Shares pursuant Sale Offer, the Selling Shareholder shall deliver to Section 3.3(bthe Company, a certificate or certificates evidencing such Refusal Shares, together with appropriate stock powers in blank duly signed by such Selling Shareholder. (f) below. Notwithstanding anything to the contrary contained herein, no Holder may make (i) an Applicable Disposition of any Purchased Shares or (ii) a Demand Registration pursuant to Section 2.1 with respect to any Purchased Shares if such Holder is not in compliance with the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval requirements of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant 4.2 with respect to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month periodsuch Purchased Shares.

Right of First Refusal of the Company. Except as otherwise provided herein(a) Prior to the Initial Public Offering, if Aegis or any Stockholder who intends of its Affiliates (“Aegis Offeror”) wish to sell, assign, transfer all or otherwise voluntarily alienate or dispose part of any Shares its shares in one transaction or a series of related transactions the Company (the “Selling StockholderAegis Offered Shares”) shalland has received a bona fide offer from the proposed transferee, prior to any such transfer, give the Aegis Offeror will deliver a written notice (the “Selling Stockholder’s Aegis Intention Notice”) of such intention to the Company and of its intention to the Investors. The Selling Stockholder’s Notice shall include the name of the proposed transfereetransfer, the proposed purchase price per Share, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by together with a copy of a binding written agreement of the proposed transferee to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s Notice shall constitute a binding offer by the Selling Stockholder to sell to offer, and the Company or its designee all or any part of such number of Shares shall have an option (the “Company Purchase Option”) to purchase the Aegis Offered Shares at the same price and on the same terms and conditions as the offer. The Company may exercise the Company Purchase Option by giving written notice to the Aegis Offeror of its intention to purchase the Aegis Offered Shares and stating the number of the Aegis Offered Shares the Company would purchase (the “Company Purchased Shares”) then owned by the Selling Stockholder as are proposed to be sold in the Selling Stockholder’s Notice at the monetary price per Share designated in the Selling Stockholder’s Notice, payable as provided in Section 3.3(c). Not later than twenty within thirty (2030) days after receipt of the Selling Stockholder’s Notice, the Company shall deliver written notice to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s Aegis Intention Notice (in whole or in part); provided, however, that the “Company shall not accept such offer without the prior approval of Company’s Board of Directors (including each of the Series H Directors (as hereinafter defined)Purchase Option Exercise Period”). The closing failure of the Company to respond within the Company Purchase Option Exercise Period shall be deemed to be an irrevocable waiver of the Company Purchase Option in respect of such Aegis Intention Notice but without prejudice to the rights and obligations of Aegis and the Company under this Clause 11.1 regarding any future Aegis Intention Notice and Company Purchase Option. (b) In the event of the Company exercising the Company Purchase Option, the sale and purchase of the Offered Company Purchased Shares by will be completed at the office of K&L Gates in Hong Kong or such other place as the Aegis Offeror and the Company shall take place on the later of may agree within (i) fifteen (1530) days after the end Company has given the notice to the Aegis Offeror according to Clause 11.1(a) whereupon, against the payment by the Company of the twenty consideration mentioned in the Aegis Intention Notice, Aegis will deliver or cause to be delivered to the Company: (20i) day period set forth above duly executed instruments of transfer and sold notes (if applicable) in respect of the Company Purchased Shares in favour of the Company or its nominee together with definitive share certificates thereof in the names of the relevant transferor; and (ii) half (1/2) share of any stamp duty or transfer duty payable on the date on which the Investors consummate any sale and purchase of the Company Purchased Shares. (c) If the Company Purchase Option is not exercised during the Company Purchase Option Exercise Period, the Aegis Offeror may sell the Aegis Offered Shares to the proposed transferee at a price not less than, and on terms no more favorable than, that communicated in the Aegis Intention Notice, provided that the transfer must be completed within thirty (30) days after the expiration of the Aegis Purchase Option Exercise Period. (d) This Clause 11.1 shall not apply to the transfer of any Share by Aegis or their Affiliates to their respective Affiliates. (e) In the event of the Company exercising the Company Purchase Option, where applicable, each of the Company and Aegis shall be liable for its own share of the Tax (other than stamp duty) in relation to the transfer of the Aegis Offered Shares pursuant to Section 3.3(b) below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month periodClause 11.1.

Right of First Refusal of the Company. Except as otherwise provided hereinin cases explicitly permitted by Section 3.1, any Stockholder Founder who intends to sell, assign, transfer or otherwise voluntarily alienate or dispose of any Shares in one transaction or a series of related transactions (the “"Selling Stockholder”") shall, prior to any such transfer, give written notice (the “"Selling Stockholder’s 's Notice”") of such intention to the Company and to the Investorseach Qualified Stockholder. The Selling Stockholder’s 's Notice shall include the name of the proposed transferee, the proposed purchase price per Share, the terms of payment of such purchase price and all other matters relating to such sale and shall be accompanied by a copy of a binding written agreement of the proposed transferee to purchase such Shares from the Selling Stockholder. The Selling Stockholder’s 's Notice shall constitute a binding offer by the Selling Stockholder to sell to the Company or its designee all or any part of such number of Shares (the “"Offered Shares”") then owned by the Selling Stockholder as are proposed to be sold in the Selling Stockholder’s 's Notice at the monetary price per Share designated in the Selling Stockholder’s 's Notice, payable as provided in Section 3.3(c)3.2.3 hereof. Not later than twenty thirty (2030) days after receipt of the Selling Stockholder’s 's Notice, the Company shall deliver written notice (the "Company Notice") to the Selling Stockholder stating whether the Company has accepted the offer stated in the Selling Stockholder’s 's Notice (in whole or in part); provided, however, that the Company shall not accept such offer without the prior approval of Company’s Board of Directors (including each of the Series H Directors (as hereinafter defined)). The closing of any purchase of the Offered Shares by the Company shall take place on the later of (i) fifteen (15) days after the end of the twenty thirty (2030) day period set forth above and (ii) the date on which the Investors Buying Stockholders (as hereinafter defined in Section 3.2.2) consummate any purchase of Offered Shares pursuant to Section 3.3(b) 3.2.2 below. Notwithstanding anything to the contrary contained herein, the Company may accept the offer stated in the Selling Stockholder’s Notice without the prior approval of the Company’s Board of Directors as required by this Section 3.3(a) in the event that the Company has not purchased in excess of fifty thousand (50,000) Shares pursuant to this Section 3.3(a) (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) during any twelve (12) month period.