Common use of Right of First Refusal; Tag-Along Rights Clause in Contracts

Right of First Refusal; Tag-Along Rights. (a) If a Stockholder (for purposes of this Section, the "Selling Stockholder") desires to sell all or any part of his Shares pursuant to a bona fide, arm's-length offer from a creditworthy third party (the "Proposed Transferee"), the Selling Stockholder shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the other Stockholders and the Company, on terms and conditions, including price, not less favorable to the other Stockholders and the Company than those on which the Selling Stockholder proposes to sell the