Common use of Right of First Refusal on Dispositions Clause in Contracts

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if at any time a Current Shareholder (a "Selling Current Shareholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), to sell such Shares (the "Offered Shares") to the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Current Shareholder 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, the total number of Shares owned by the Selling Current Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Shareholder (a "Selling Current Shareholder") any Stockholder desires to sell for cash or otherwise transfer cash equivalents all or any part portion of his Shares (other than Unvested Shares) pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Shareholder such selling Stockholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), to sell such Shares (the "Offered Shares") to the Other Shareholders Company and the other Stockholders on terms and conditions, including price, not less favorable to the Company and the other Stockholders than those on which the Selling Current Shareholder selling Stockholder 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, the total number of Shares (other than Unvested Shares) owned by the Selling Current Shareholderselling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Company and the other Stockholders may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions conditions, including deferred payment (if applicable), set forth therein and (ii) that if all such therein. The Company may assign its right to purchase the Offered Shares are not purchased by delivering written notice to the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereofselling Stockholder.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Shareholder (a "Selling Current Shareholder") any Stockholder desires to sell or otherwise transfer for cash and/or promissory notes all or any part of his his, her or its Shares (other than any Unvested Shares) pursuant to a bona fide written offer from a third party (the "Proposed Transferee"), such Stockholder (the "Selling Current Shareholder Stockholder") shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), to sell such Shares (the "Offered Shares") to the Other Shareholders Company and the Investors and the Founder on terms and conditions, including price, not less favorable than those on which the Selling Current Shareholder Stockholder 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, the total number of Shares owned by the Selling Current ShareholderStockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed salesale and shall include a copy of the Offer to purchase from the Proposed Transferee. The Offer shall further state (i) that the Other Shareholders Company and the Investors and the Founder may acquire, in accordance with the provisions of this Agreement, any or all of the Offered Shares for the price and upon the other terms and conditions conditions, including deferred payment (if applicable), set forth therein (and the Offer shall specify that, if the Company does not communicate in writing its election to purchase any or all of the Offered Shares, within twenty (ii20) that if all such Offered Shares are not purchased by days of the Other Shareholdersdate the Offer was delivered to the Company, the Other Shareholders may exercise their rights provided pursuant Investors and the Founder shall thereafter have the right to Section 5 hereofpurchase some or all of the remaining Offered Shares).

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Non-Investor Shareholder (a "Selling Current Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Non-Investor Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), Investors to sell such Shares (the "Offered Shares") to the Other Shareholders Company and the Investors on the terms and conditions, including price, not less favorable than those on which that the Selling Current Non-Investor Shareholder 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, the total number of Shares owned by the Selling Current Non-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Company and the Investors may acquire, in accordance with the provisions of this Agreement, any all (but not less than all) of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that ), if all such Offered Shares are not purchased by the Other ShareholdersCompany and the Investors, the Other Shareholders Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers If, other than pursuant to a Transfer permitted in under Section 22 hereof, if at any time a Current Shareholder (a "Selling Current Shareholder") Share- holder desires to sell or otherwise transfer Transfer all or any part of his or its Shares pursuant (a “Selling Shareholder”) pur- suant to a bona fide offer from a third party (the "“Proposed Transferee"”), the Selling Current Shareholder Share- holder shall submit a written offer (the "“Offer"”) by delivering the Offer to the Company Investors and the other Shareholders (the "Other Shareholders"), Company to sell such Shares (the "“Offered Shares"”) first to the Other Shareholders Investors and second to the Company on terms and conditions, including price, not less favorable than those on which the Selling Current Shareholder 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, the total number of Shares owned by the Selling Current Shareholder, the terms and conditions, including price, price of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Investors may acquire, in accordance accor- dance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions condition set forth therein and therein; (ii) that if the Investors elect to purchase some but not all of such Offered Shares, the Company shall acquire any such Offered Shares not purchased by the Investors (the “Available Offered Shares”) on the same terms and condi- tions; and (iii) if all such Offered Shares are not purchased by the Other ShareholdersInvestors and the Company, the Other Shareholders Investors may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Non-Investor Shareholder (a "Selling Current Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Non-Investor Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Participating Shareholders"), ) to sell such Shares (the "Offered Shares") to the Other Participating Shareholders on the terms and conditions, including price, not less favorable than those on which that the Selling Current Non-Investor Shareholder 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, the total number of Shares owned by the Selling Current Non-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Participating Shareholders may acquire, acquire in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Other Participating Shareholders, the Other Participating Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if a. If at any time a Current Management Shareholder (a "Selling Current Management Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Management Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other non-selling Shareholders (the "Other Shareholders"), ) to sell such Shares (the "Offered Shares") to the Company and the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Current Management Shareholder 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, the total number of Shares owned by the Selling Current Management Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that ), if all such Offered Shares are not purchased by the Company and the Other Shareholders, the Other Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Management Shareholder (a "Selling Current Management Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Management Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other non-selling Shareholders (the "Other Shareholders"), ) to sell such Shares (the "Offered Shares") to the Company and the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Current Management Shareholder 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, the total number of Shares owned by the Selling Current Management Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that ), if all such Offered Shares are not purchased by the Company and the Other Shareholders, the Other Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Non-Investor Shareholder (a "Selling Current Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Non-Investor Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), Investors to sell such Shares (the "Offered Shares") to on the Other Shareholders on terms and conditions, including price, not less favorable than those on which that the Selling Current Non-Investor Shareholder 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, the total number of Shares owned by the Selling Current Non-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Investors may acquire, acquire in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Other ShareholdersInvestors, the Other Shareholders Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Shareholder any Investor other than Bain or Summit (a "the “Selling Current Shareholder"Investor”) desires to sell or otherwise transfer all or any part of his his, her or its Shares pursuant to a bona fide offer from a third party (the "“Proposed Transferee"”), other than sales subject to the provisions of Section 5 or Section 10 hereof, such Selling Current Shareholder shall Investor shall, following the receipt of the prior written consent of the Requisite Preferred Investors, submit a written offer (the "“Offer"”) by delivering the Offer to the Company and to the Investors other Shareholders than the Selling Investor (the "Other Shareholders"“Offerees”), to sell such Shares (the "“Offered Shares"”) to the Other Shareholders Company and the Offerees on terms and conditions, including price, not less favorable than those on which the such Selling Current Shareholder Investor 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, the total number of Shares owned by the such Selling Current ShareholderInvestor, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Company may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and therein, (ii) that if all such Offered Shares are not purchased by the Other ShareholdersCompany, the Other Shareholders Offerees may purchase any of the Offered Shares not purchased by the Company for the price and upon the other terms and conditions set forth therein, and (iii) if all of the Offered Shares are not purchased by the Company and the Offerees, the Major Investors may exercise their rights provided pursuant to Section 5 4 hereof.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Shareholder (a "Selling Current Shareholder") Stockholder desires to sell or otherwise transfer Sell all or any part of his Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Shareholder Stockholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), in accordance with Section 11 of this Agreement, to sell Sell such Shares (the "Offered Shares") to the Other Shareholders Company on terms and conditions, including priceprice per Share, not less favorable to the Company than those on which the Selling Current Shareholder Stockholder proposes to sell 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 soldSold, the total number of Shares owned by the Selling Current ShareholderStockholder, the terms and conditions, including priceprice per Share, of the proposed saleSale, and any other material facts relating to the proposed saleSale. The Offer shall further state (i) that the Other Shareholders Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions conditions, including deferred payment (if applicable), set forth therein and (ii) that if all such therein. If the consideration to be paid by the Proposed Transferee is anything other than cash, the Company, at its option, may purchase the Offered Shares are not purchased by for the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereofcash equivalent of such non-cash consideration.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Shareholder (a "Selling Current Shareholder") any Investor desires to sell or otherwise transfer all or any part of his Shares pursuant such Investor's Securities to a bona fide offer from a third party (the "Proposed Transferee"), such Investor ("Selling Investor") shall first submit to the Selling Current Majority Shareholder shall submit and the Company (i) a bona fide written offer from the Proposed Transferee to purchase such Securities (which, upon acceptance by such Investor, would constitute a legally binding obligation) and (ii) a written offer from the Selling Investor (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), to sell such Shares Securities (the "Offered SharesSecurities") to the Other Shareholders Majority Shareholder and the Company on terms and conditions, including price, not less favorable than those on which the Selling Current Shareholder Investor proposes to sell such Offered Shares Securities to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares Securities proposed to be sold, the total number of Shares Securities owned by the Selling Current ShareholderInvestor, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed salesale and shall include a copy of the Offer to purchase from the Proposed Transferee. The Offer shall further state (i) that the Other Shareholders Majority Shareholder and the Company may acquire, in accordance with the provisions of this Agreement, any all, but not less than all, of the Offered Shares Securities for the price and upon the other terms and conditions conditions, including deferred payment (if applicable), set forth therein and (ii) that if all such Offered Shares are not purchased by the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereoftherein.

Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if If at any time a Current Management Shareholder (a "Selling Current Management Shareholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Management Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders")Investors, to sell such Shares (the "Offered Shares") to the Other Shareholders Company and the Investors on terms and conditions, including price, not less favorable than those on which the Selling Current Management Shareholder 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, the total number of Shares owned by the Selling Current Management Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders Company and the Investors may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Other ShareholdersCompany and the Investors, the Other Shareholders Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 5 4 hereof.