Common use of Right of First Refusal on Disposition of The Shares Clause in Contracts

Right of First Refusal on Disposition of The Shares. 3.3.1. If at any time the Employee desires to sell for cash any of the Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Employee shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Employee proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold and the price thereof, the total number of Shares owned by the Employee, and the terms and conditions of, and any other material facts relating to, the proposed sale. 3.3.2. The Company shall have an option for a period of 21 days (the "Company Option Period") following in receipt of the Offer to purchase some or all of the Offered Shares in place of the Proposed Transferee. If the Company desires to purchase any of the Offered Shares, it shall notify the Employee of such election during the Company Option Period, stating the number of Offered Shares it desires to purchase. Such notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. 3.3.3. If the Company does not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Employee at any time within 42 days after the date the Offer was made (i.e. 21 days after the expiration of the option period in Section 3.3.2, above), subject to the provisions of Section 3.4 and Section 3.5 of this Schedule. Any such sale shall be to the Proposed Transferee at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 42 day period shall continue to be subject to the requirements of a prior offer pursuant to this Section 3.3. Offered Shares that are sold pursuant to this Section 3.3 to any person who is not a party hereto shall no longer be subject to this Schedule.

Right of First Refusal on Disposition of The Shares. 3.3.1. If at any time the Employee desires to sell for cash any of the Shares pursuant to a bona fide offer from a third party (the "“Proposed Transferee"”), the Employee shall submit a written offer (the "“Offer"”) to sell such Shares (the "“Offered Shares"”) to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Employee proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold and the price thereof, the total number of Shares owned by the Employee, and the terms and conditions of, and any other material facts relating to, the proposed sale. 3.3.2. The Company shall have an option for a period of 21 days (the "“Company Option Period"”) following in receipt of the Offer to purchase some or all of the Offered Shares in place of the Proposed Transferee. If the Company desires to purchase any of the Offered Shares, it shall notify the Employee of such election during the Company Option Period, stating the number of Offered Shares it desires to purchase. Such notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. 3.3.3. If the Company does not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Employee at any time within 42 days after the date the Offer was made (i.e. 21 days after the expiration of the option period in Section 3.3.2, above), subject to the provisions of Section 3.4 and Section 3.5 of this Schedule. Any such sale shall be to the Proposed Transferee at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 42 day period shall continue to be subject to the requirements of a prior offer pursuant to this Section 3.3. Offered Shares that are sold pursuant to this Section 3.3 to any person who is not a party hereto shall no longer be subject to this Schedule.