Common use of RSI Right of First Offer Clause in Contracts

RSI Right of First Offer. (a) Subject to Section 8.4 hereof, before any Holder shall transfer any shares of capital stock of the Company, such Holder shall first deliver a written notice (the "Holder Notice of Offer") to RSI offering to sell the number of shares proposed to be sold by such Holder to RSI (the "RSI Right of First Offer"). The Holder Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by such Holder to RSI (the "Holder Offered Securities"), (ii) the minimum proposed cash consideration per share that Holder desires to receive for the Holder Offered Securities (the "Holder Offer Price"), and (iii) any other terms and conditions of the offer. The Holder Notice of Offer shall constitute an irrevocable offer by such Holder to sell to RSI all, but not less than all, of the Holder Offered Securities at the Holder Offer Price, in accordance with this Section 8. (b) Within thirty (30) days following its receipt of the Holder Notice of Offer, RSI shall notify such Holder whether it intends to exercise its right to purchase all (but not less than all) of the Holder Offered Securities (the "RSI Notification"). A RSI Notification that indicates that RSI intends to purchase the Holder Offered Securities shall be deemed to be an irrevocable commitment of RSI to purchase the Holder Offered Securities. Should RSI elect to exercise the RSI Right of First Offer, the RSI Notification shall include a subscription for the offered shares and RSI shall purchase the Holder Offered Securities on the date for closing specified in the Holder Notice of Offer, which date shall be no less than thirty (30) days after the date of the RSI Notification. If RSI does not subscribe for and purchase all of the Holder Offered Securities pursuant to this Section 8.1(b), such Holder may thereafter sell the Holder Offered Securities to any third party on the terms and conditions (including, but not limited to, the number of shares of Holder Offered Securities and the Holder Offer Price) as specified in the Holder Notice of Offer, provided, that such sale is consummated within one hundred fifty (150) days of the date of the Holder Notice of Offer; and provided further, that the fair market value of the price paid for such shares by a third party (which price may consist of cash, securities, other non-cash consideration or a combination thereof) is at least 90% of the Holder Offer Price. If the price to be paid for such shares by a third party is payable in whole or in part in consideration other than cash or securities traded on a national securities exchange or the NASDAQ Stock Market, and RSI objects to the Holder's determination of the cash fair market value of the non-cash portion of the consideration, then such determination shall be made by (i) Xxxxxxx, Xxxxx & Co., (ii) Xxxxxxx Xxxxx & Co., if Xxxxxxx, Sachs & Co. is unable or unwilling to make such determination, or (iii) if neither of the foregoing firms is able or willing to deliver such valuation, such other independent investment banking firm or other qualified appraiser mutually agreeable to and promptly selected by the Holder and RSI, such determination shall be final and binding on the parties. After the expiration of such 150-day period, such Holder shall again comply with the provisions of this Section 8.1 before selling any shares of the Company.

RSI Right of First Offer. (a) Subject to Section 8.4 hereof, before any Holder shall transfer any shares of capital stock of the Company, such Holder shall first deliver a written notice (the "Holder Notice of Offer") to RSI offering to sell the number of shares proposed to be sold by such Holder to RSI (the "RSI Right of First Offer"). The Holder Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by such Holder to RSI (the "Holder Offered Securities"), (ii) the minimum proposed cash consideration per share that Holder desires to receive for the Holder Offered Securities (the "Holder Offer Price"), and (iii) any other terms and conditions of the offer. The Holder Notice of Offer shall constitute an irrevocable offer by such Holder to sell to RSI all, but not less than all, of the Holder Offered Securities at the Holder Offer Price, in accordance with this Section 8. (b) Within thirty (30) days following its receipt of the Holder Notice of Offer, RSI shall notify such Holder whether it intends to exercise its right to purchase all (but not less than all) of the Holder Offered Securities (the "RSI Notification"). A RSI Notification that indicates that RSI intends to purchase the Holder Offered Securities shall be deemed to be an irrevocable commitment of RSI to purchase the Holder Offered Securities. Should RSI elect to exercise the RSI Right of First Offer, the RSI Notification shall include a subscription for the offered shares and RSI shall purchase the Holder Offered Securities on the date for closing specified in the Holder Notice of Offer, which date shall be no less than thirty (30) days after the date of the RSI Notification. If RSI does not subscribe for and purchase all of the Holder Offered Securities pursuant to this Section 8.1(b), such Holder may thereafter sell the Holder Offered Securities to any third party on the terms and conditions (including, but not limited to, the number of shares of Holder Offered Securities and the Holder Offer Price) as specified in the Holder Notice of Offer, provided, that such sale is consummated within one hundred fifty (150) days of the date of the Holder Notice of Offer; and provided further, that the fair market value of the price paid for such shares by a third party (which price may consist of cash, securities, other non-cash consideration or a combination thereof) is at least 90% of the Holder Offer Price. If the price to be paid for such shares by a third party is payable in whole or in part in consideration other than cash or securities traded on a national securities exchange or the NASDAQ Stock Market, and RSI objects to the Holder's determination of the cash fair market value of the non-cash portion of the consideration, then such determination shall be made by (i) XxxxxxxGoldman, Xxxxx Sachs & Co., (ii) Xxxxxxx Xxxxx Merrill Lynch & Co., if Xxxxxxx, Sachs Xxxxx & Co. is unable or unwilling unaxxx xx uxxxxxing to make such determinationxxxx xetermination, or (iii) if neither of the foregoing firms is able or willing to deliver such valuation, such other independent investment banking firm or other qualified appraiser mutually agreeable to and promptly selected by the Holder and RSI, such determination shall be final and binding on the parties. After the expiration of such 150-day period, such Holder shall again comply with the provisions of this Section 8.1 before selling any shares of the Company.

RSI Right of First Offer. (a) Subject to Section 8.4 hereof, before any Holder shall transfer any shares of capital stock of the Company, such Holder shall first deliver a written notice (the "“Holder Notice of Offer"”) to RSI offering to sell the number of shares proposed to be sold by such Holder to RSI (the "“RSI Right of First Offer"”). The Holder Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by such Holder to RSI (the "“Holder Offered Securities"”), (ii) the minimum proposed cash consideration per share that Holder desires to receive for the Holder Offered Securities (the "“Holder Offer Price"”), and (iii) any other terms and conditions of the offer. The Holder Notice of Offer shall constitute an irrevocable offer by such Holder to sell to RSI all, but not less than all, of the Holder Offered Securities at the Holder Offer Price, in accordance with this Section 8. (b) Within thirty (30) days following its receipt of the Holder Notice of Offer, RSI shall notify such Holder whether it intends to exercise its right to purchase all (but not less than all) of the Holder Offered Securities (the "“RSI Notification"”). A RSI Notification that indicates that RSI intends to purchase the Holder Offered Securities shall be deemed to be an irrevocable commitment of RSI to purchase the Holder Offered Securities. Should RSI elect to exercise the RSI Right of First Offer, the RSI Notification shall include a subscription for the offered shares and RSI shall purchase the Holder Offered Securities on the date for closing specified in the Holder Notice of Offer, which date shall be no less than thirty (30) days after the date of the RSI Notification. If RSI does not subscribe for and purchase all of the Holder Offered Securities pursuant to this Section 8.1(b), such Holder may thereafter sell the Holder Offered Securities to any third party on the terms and conditions (including, but not limited to, the number of shares of Holder Offered Securities and the Holder Offer Price) as specified in the Holder Notice of Offer, provided, that such sale is consummated within one hundred fifty (150) days of the date of the Holder Notice of Offer; and provided further, that the fair market value of the price paid for such shares by a third party (which price may consist of cash, securities, other non-cash consideration or a combination thereof) is at least 90% of the Holder Offer Price. If the price to be paid for such shares by a third party is payable in whole or in part in consideration other than cash or securities traded on a national securities exchange or the NASDAQ Stock Market, and RSI objects to the Holder's ’s determination of the cash fair market value of the non-cash portion of the consideration, then such determination shall be made by (i) Xxxxxxx, Xxxxx & Co., (ii) Xxxxxxx Xxxxx & Co., if Xxxxxxx, Sachs & Co. is unable or unwilling to make such determination, or (iii) if neither of the foregoing firms is able or willing to deliver such valuation, such other independent investment banking firm or other qualified appraiser mutually agreeable to and promptly selected by the Holder and RSI, such determination shall be final and binding on the parties. After the expiration of such 150-day period, such Holder shall again comply with the provisions of this Section 8.1 before selling any shares of the Company.

RSI Right of First Offer. (a) Subject to Section 8.4 hereof, before any Holder shall transfer any shares of capital stock of the Company, such Holder shall first deliver a written notice (the "Holder Notice of Offer") to RSI offering to sell the number of shares proposed to be sold by such Holder to RSI (the "RSI Right of First Offer"). The Holder Notice of Offer shall specify (i) the number and classes of all shares of Common Stock proposed to be sold by such Holder to RSI (the "Holder Offered Securities"), (ii) the minimum proposed cash consideration per share that Holder desires to receive for the Holder Offered Securities (the "Holder Offer Price"), and (iii) any other terms and conditions of the offer. The Holder Notice of Offer shall constitute an irrevocable offer by such Holder to sell to RSI all, but not less than all, of the Holder Offered Securities at the Holder Offer Price, in accordance with this Section 8. (b) Within thirty (30) days following its receipt of the Holder Notice of Offer, RSI shall notify such Holder whether it intends to exercise its right to purchase all (but not less than all) of the Holder Offered Securities (the "RSI Notification"). A RSI Notification that indicates that RSI intends to purchase the Holder Offered Securities shall be deemed to be an irrevocable commitment of RSI to purchase the Holder Offered Securities. Should RSI elect to exercise the RSI Right of First Offer, the RSI Notification shall include a subscription for the offered shares and RSI shall purchase the Holder Offered Securities on the date for closing specified in the Holder Notice of Offer, which date shall be no less than thirty (30) days after the date of the RSI Notification. If RSI does not subscribe for and purchase all of the Holder Offered Securities pursuant to this Section 8.1(b), such Holder may thereafter sell the Holder Offered Securities to any third party on the terms and conditions (including, but not limited to, the number of shares of Holder Offered Securities and the Holder Offer Price) as specified in the Holder Notice of Offer, provided, that such sale is consummated within one hundred fifty (150) -------- days of the date of the Holder Notice of Offer; and provided further, that the -------- ------- fair market value of the price paid for such shares by a third party (which price may consist of cash, securities, other non-cash consideration or a combination thereof) is at least 90% of the Holder Offer Price. If the price to be paid for such shares by a third party is payable in whole or in part in consideration other than cash or securities traded on a national securities exchange or the NASDAQ Stock Market, and RSI objects to the Holder's determination of the cash fair market value of the non-cash portion of the consideration, then such determination shall be made by (i) Xxxxxxx, Xxxxx & Co., (ii) Xxxxxxx Xxxxx & Co., if Xxxxxxx, Sachs & Co. is unable or unwilling to make such determination, or (iii) if neither of the foregoing firms is able or willing to deliver such valuation, such other independent investment banking firm or other qualified appraiser mutually agreeable to and promptly selected by the Holder and RSI, such determination shall be final and binding on the parties. After the expiration of such 150-day period, such Holder shall again comply with the provisions of this Section 8.1 before selling any shares of the Company.