Common use of Rights of First Refusal Generally Clause in Contracts

Rights of First Refusal Generally. (a) Subject to the restrictions of Section 3.1 hereof and the limitations of Section 3.7 hereof, and prior to the application of any of the provisions of Article IV hereof, if, at any time during the term of this Agreement, any Stockholder (the “Offering Stockholder”) receives a bona fide offer which such Stockholder wishes to accept (a “Transfer Offer”) from any Third Party (the “Offeror”) to purchase Company Stock (the “Transfer Stock”) then owned by such Stockholder, the Offering Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the “Right of First Refusal Notice”) of such Transfer Offer to the Company, and the Company shall provide written notice of such Transfer Offer to each of the other Stockholders (the “Stockholder Offerees” and, together with the Company, the “Transfer Offerees”) in the manner set forth in Section 14.7 hereof. The Right of First Refusal Notice shall also contain an irrevocable offer to sell the Transfer Stock to the Transfer Offerees (in the manner set forth below) at the same price and upon substantially the same terms and conditions as the terms and conditions contained in the Transfer Offer and shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify the Offeror, the Transfer Stock, the price contained in the Transfer Offer and all the other terms and conditions of the Transfer Offer); provided that (x) the Right of First Refusal Notice may be combined with a Tag-Along Notice, (y) any such combined Tag-Along Notice/Right of First Refusal Notice may state that in the event that the offer(s) to sell the Transfer Stock to the Transfer Offerees are not accepted in full in accordance with this Section 3.2, then such notice shall constitute an offer with respect to Tag-Along Stock in accordance with Section 4.1 hereof and (z) references herein to a Right of First Refusal Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice.

Rights of First Refusal Generally. (a) Subject to the restrictions of Section 3.1 hereof and the limitations of Section 3.7 hereof, and prior to the application of any of the provisions of Article IV hereof, if, at any time during the term of this Agreement, any Stockholder Shareholder (the “"Offering Stockholder”Shareholder") receives a bona fide offer Bona Fide Offer which such Stockholder Shareholder wishes to accept (a “"Transfer Offer”") from any Third Party (the “"Offeror”") to purchase Company Stock (the “"Transfer Stock”") then owned by such StockholderShareholder, the Offering Stockholder Shareholder shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the “"Right of First Refusal Notice”") of such Transfer Offer to the Company, and the Company shall provide written notice of such Transfer Offer to each of the other Stockholders Shareholders (the “Stockholder "Shareholder Offerees” " and, together with the Company, the “"Transfer Offerees”") in the manner set forth in Section 14.7 hereof. The Right of First Refusal Notice shall also contain an irrevocable offer to sell the Transfer Stock to the Transfer Offerees (in the manner set forth below) at the same price and upon substantially the same terms and conditions as the terms and conditions contained in the Transfer Offer and shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify the Offeror, the Transfer Stock, the price contained in the Transfer Offer and all the other terms and conditions of the Transfer Offer); provided that (x) the Right of First Refusal Notice may be combined with a Tag-Along Notice, (y) any such combined Tag-Along Notice/Right of First Refusal Notice may state that in the event that the offer(s) to sell the Transfer Stock to the Transfer Offerees are not accepted in full in accordance with this Section 3.2, then such notice shall constitute an offer with respect to Tag-Along Stock in accordance with Section 4.1 hereof and (z) references herein to a Right of First Refusal Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice.

Rights of First Refusal Generally. (ai) Subject to the restrictions of Section 3.1 hereof and the limitations of Section 3.7 hereof6.05(f), and prior to the application of any of the provisions of Article IV hereof, if, if at any time during following the term expiration of this Agreementthe Lock-up Period, any Stockholder Shareholder (the “Offering StockholderShareholder”) receives a bona fide offer which Bona Fide Offer that such Stockholder Offering Shareholder wishes to accept (a “Transfer Offer”) from any Third Party (the “Offeror”) to purchase Company Stock or otherwise acquire Shares then owned by the Offering Shareholder (together with any Tag-Along Shares in substitution for an equal portion of such Shares after the exercise of tag-along rights pursuant to Section 6.06, the “Transfer StockShares”) then owned by such Stockholder), the Offering Stockholder shall cause the Transfer Offer to be reduced to writing and Shareholder shall provide a written notice (the “Right of First Refusal Notice”) of such Transfer Offer (which shall contain a copy of the Bona Fide Offer) to the Company, JVCO and the Company shall provide written notice of such Transfer Offer to each of the other Stockholders Eligible Shareholders (the “Stockholder Shareholder Offerees” and, together with the CompanyJVCO, the “Transfer Offerees”) in the manner set forth in Section 14.7 hereof). The Right of First Refusal Notice shall also contain an irrevocable offer by the Offering Shareholder to sell all, but not less than all (unless otherwise consented to by the Offering Shareholder), of the Transfer Stock Shares to the Transfer Offerees (in the manner set forth below) at the same price price, for the same form of consideration and upon substantially the same terms and conditions as that are no less favorable to the Transfer Offerees than the terms and conditions contained in the Transfer Offer and shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify the Offeror, the Transfer StockShares, the price contained in the Transfer Offer and all of the other terms and conditions of the Transfer Offer); provided provided, however, that (xi) the Right of First Refusal Notice may be combined with a Tag-Along Notice, (y) any such combined Tag-Along Notice/Right of First Refusal Notice may state that in the event that the offer(s) to sell the Transfer Stock to the Transfer Offerees are not accepted in full in accordance with this Section 3.2, then such notice shall constitute an offer with respect to Tag-Along Stock in accordance with Section 4.1 hereof and (zii) references herein to a Right of First Refusal Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice.

Rights of First Refusal Generally. (a) Subject to the restrictions of Section 3.1 hereof and the limitations of Section 3.7 hereof, and prior to the application of any of the provisions of Article IV hereof, if, at any time during the term of this Agreement, any Stockholder (the “"Offering Stockholder”") receives a bona fide ---- ---- offer which such Stockholder wishes to accept (a “"Transfer Offer”") from any Third Party (the “"Offeror”") to purchase Company Stock (the “"Transfer Stock”") then owned by such Stockholder, the Offering Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the “"Right of First Refusal Notice”") of such Transfer Offer to the Company, and the Company shall provide written notice of such Transfer Offer to each of the other Stockholders (the “"Stockholder Offerees” " and, together with the Company, the “"Transfer Offerees”") in the manner set forth in Section 14.7 hereof. The Right of First Refusal Notice shall also contain an irrevocable offer to sell the Transfer Stock to the Transfer Offerees (in the manner set forth below) at the same price and upon substantially the same terms and conditions as the terms and conditions contained in the Transfer Offer and shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify the Offeror, the Transfer Stock, the price contained in the Transfer Offer and all the other terms and conditions of the Transfer Offer); provided that (x) the Right of First Refusal -------- Notice may be combined with a Tag-Along Notice, (y) any such combined Tag-Along Notice/Right of First Refusal Notice may state that in the event that the offer(s) to sell the Transfer Stock to the Transfer Offerees are not accepted in full in accordance with this Section 3.2, then such notice shall constitute an offer with respect to Tag-Along Stock in accordance with Section 4.1 hereof and (z) references herein to a Right of First Refusal Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice.

Rights of First Refusal Generally. (a) Subject to the restrictions of Section 3.1 2.1 hereof and the limitations of Section 3.7 hereof, and prior to the application of any of the provisions of Article IV 2.7 hereof, if, at any time during the term of this Agreement, any Stockholder (the “Offering Stockholder”) receives a bona fide offer Bona Fide Offer which such Offering Stockholder wishes to accept (a “Transfer Offer”) from any Third Party (the “OfferorOfferer”) to purchase Company Stock then owned by the Offering Stockholder (together with any Tag-Along Stock (as defined herein) in substitution for an equal portion of such Company Stock after the exercise of tag-along rights pursuant to Article IV, the “Transfer Stock”) then owned by such Stockholder), the Offering Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the “Right of First Refusal Notice”) of such Transfer Offer to the CompanyCompany (which shall contain a copy of the Bona Fide Offer), and the Company shall provide written notice of such Transfer Offer to each of the other Stockholders (the “Stockholder Offerees” and, together with the Company, the “Transfer Offerees”) in the manner set forth in Section 14.7 11.9 hereof. The Right of First Refusal Notice shall also contain an irrevocable offer to sell the Transfer Stock to the Transfer Offerees (in the manner set forth below) at the same price and upon substantially the same terms and conditions as the terms and conditions contained in the Transfer Offer and shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify the OfferorOfferer, the Transfer Stock, the price contained in the Transfer Offer and all the other terms and conditions of the Transfer Offer); provided that (x) the Right of First Refusal Notice may be combined with a Tag-Along Notice, Notice and (y) any such combined Tag-Along Notice/Right of First Refusal Notice may state that in the event that the offer(s) to sell the Transfer Stock to the Transfer Offerees are not accepted in full in accordance with this Section 3.2, then such notice shall constitute an offer with respect to Tag-Along Stock in accordance with Section 4.1 hereof and (z) references herein to a Right of First Refusal Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice.