Common use of Right of Last Refusal Clause in Contracts

Right of Last Refusal. In the event that any of the Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such Stockholder (a "Transaction Offer") from a non-Affiliate (the "Offeror") in a transaction not expressly permitted under Section 3.1, such Stockholder (a "Transferring Stockholder") may, subject to the provisions of Section 3.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2:

Right of Last Refusal. In the event that any of the ----------- --------------------- Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such Stockholder (a "Transaction Offer") from a non-Affiliate (the "Offeror") in a transaction not expressly permitted under Section 3.1), such Stockholder (a "Transferring Stockholder") may, subject to the restrictions in the last paragraph of Section 3.1 and the provisions of Section 3.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2:

Right of Last Refusal. In the event that any of the Stockholders, including any of their Stockholder Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares shares held by such Stockholder or Stockholder Preferred Transferee (a "Transaction Offer") from a non-Affiliate any other Person (the "OfferorBuyer") in ), and the Transaction Offer is for less than a transaction not expressly permitted under Section 3.1majority of the then outstanding Shares of Common Stock (on an as-converted basis), such Stockholder or Stockholder Permitted Transferee (a "Transferring Stockholder") may, subject to the provisions of Section 3.3 2.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.22.2:

Right of Last Refusal. In the event that any of the Continuing Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such Stockholder person (a "Transaction Offer") from a non-Affiliate an Independent Third Party (the "Offeror") in a transaction not expressly permitted under Section 3.1), such Continuing Stockholder or Permitted Transferee (a "Transferring Stockholder") may, subject to the provisions of Section 3.3 hereof, may Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2: