Common use of Sales by Founders Clause in Contracts

Sales by Founders. (a) NOTICE OF SALES; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL. (i) Should any Founder propose to accept one or more bona fide offers (collectively, a "PURCHASE OFFER") from any persons to purchase shares of the Company's capital stock (or securities exercisable into the Company's capital stock) now or hereafter owned (the "SHARES") by such Founder (other than as set forth in Section 1(e) below), such Founder shall promptly deliver a notice (the "NOTICE") to the Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Restricted Stock Purchase Agreement (or Section 5 of the Stock and Note Purchase Agreement in the case of idealab!) between such Founder and the Company (the "RIGHT OF FIRST REFUSAL"), the Company will provide each Investor with notice of such determination at least thirty (30) days prior to the end of the period in which the Right of First Refusal expires under such Restricted Stock Purchase Agreement or Stock and Note Purchase Agreement. Each Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Investor relative to the aggregate number of Conversion Shares held by all Investors); provided that if fewer than all Investors elect to participate, the Shares that would otherwise be allocated to non-participating Investors shall be allocated to each participating Investor so that each participating Investor is entitled to purchase at least such Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Investors) or such different number of shares as the participating Investors shall mutually agree. In the event the Purchase Offer provides for consideration other than cash, in lieu of such consideration, the Company and the Investors, may make payment in cash in an amount equal to the full market value of such consideration. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.

Sales by Founders. (a) NOTICE OF SALESNotice of Sales; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL.Assignment of Company Right of First Refusal. ------------------------------------------------------------- (i) Should After the date of this Agreement, should any Founder propose to accept one or more bona fide offers (collectively, a "PURCHASE OFFERPurchase Offer") from any persons -------------- person to purchase shares of the Company's capital stock (or securities exercisable into the Company's capital stock) now or hereafter owned Common Stock (the "SHARESShares") by from such ------ Founder (other than as set forth in Section subsection 1(e) belowhereof), such Founder shall promptly deliver a notice (the "NOTICENotice") to the Company and each Investor ------ stating the terms and conditions of such Purchase Offer including, without limitation, the number of SharesShares to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transfereetransferee and, in addition, a subsequent Notice in the event there has been any material change to any of the foregoing information. In the event that the sale or transfer is being made pursuant to the provisions of subsection (e) hereof, the Notice shall state the exception under which such sale or transfer is being made. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Restricted Common Stock Purchase Agreement (or Section 5 of the Stock and Note Purchase Agreement in the case of idealab!) between such Founder and the Company (the "RIGHT OF FIRST REFUSALRight of -------- First Refusal"), the Company will provide each Investor with notice of such ------------- determination at least thirty fifteen (3015) days prior to the end of the period in which the Right of First Refusal expires under such Restricted Common Stock Purchase Agreement or Stock and Note Purchase Agreement. Each Investor other than Xxxxxx Xxxxxxx and any other holder of the Warrants shall then have the right, exercisable by notice to the Company prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Investor relative to the aggregate number of Conversion Shares held by all InvestorsInvestors other than Xxxxxx Xxxxxxx and any other holder of the Warrants); provided that if fewer than all Investors (other than Xxxxxx Xxxxxxx and any other holder of the Warrants) elect to participate, the Shares that would otherwise be allocated to non-participating Investors shall be allocated to each participating Investor so (each, a "Participating Investor") at ---------------------- such Participating Investor's option in a manner such that each participating Participating Investor is entitled to purchase at least such Participating Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Participating Investors) or such different number of shares Shares as the participating Participating Investors shall mutually agree. In The procedures set forth in this Section 1(a)(ii) with respect to Participating Investors shall be repeated as necessary until all of the event Shares initially subject to this Section 1(a)(ii) have been purchased or until the Purchase Offer provides for consideration other than cashfinal successive Participating Investor has declined to exercise his or her rights hereunder with respect to any remaining Shares subject to this Section 1(a)(ii), in lieu of such consideration, the Company and the Investors, may make payment in cash in an amount equal to the full market value of such considerationwhichever shall first occur. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Investors and the Founders as to whether or not the Right of First Refusal has been exercised by the Company or the Investors.

Sales by Founders. (a) NOTICE OF SALES; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL.Right of First Refusal. ---------------------- (i) Should any Founder propose to accept one or more bona fide offers (collectively, a "PURCHASE OFFERPurchase Offer") from any persons to purchase shares of -------------- the Company's capital stock (or securities exercisable into the Company's capital stock) now or hereafter owned Common Stock (the "SHARESShares") by from such Founder (other than as set ------ forth in Section subsection 1(e) belowhereof), such Founder shall promptly deliver a notice (the "NOTICENotice") to the Company and each Investor stating the ------ terms and conditions of such Purchase Offer including, without limitation, the number of Sharesshares of the Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, paid and the name and address of each prospective purchaser or transferee. For a period of thirty (30) days following receipt by the Company of the Notice, the Company shall have a right to purchase such Shares upon the same terms as (or terms as similar as reasonably possible to) the terms contained in the Notice (the "Right of First -------------- Refusal"). If the Company desires to exercise the Right of First Refusal, it ------- shall so notify the Founder in writing within such thirty (30) day period. (ii) The Company agrees that in In the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Restricted Stock Purchase Agreement (or Section 5 of the Stock and Note Purchase Agreement in the case of idealab!) between such Founder and the Company (the "RIGHT OF FIRST REFUSAL")Company, the Company will provide each Investor with notice of such determination at least thirty fifteen (3015) days prior to the end of the period in which the Right of First Refusal expires under such Restricted Stock Purchase Agreement or Stock and Note Purchase AgreementSection 1(a)(i). Each Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Investor relative to the aggregate number of Conversion Shares held by all Investors); provided that if fewer than all Investors elect to participate, the Shares that would otherwise be allocated to non-participating Investors shall be allocated to each participating Investor so in a manner such that each participating Investor is entitled to purchase at least such Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Investors) or such different number of shares as the participating Investors shall mutually agree. In the event the Purchase Offer provides for consideration other than cash, in lieu of such consideration, the Company and the Investors, may make payment in cash in an amount equal to the full market value of such consideration. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Investors as to whether or not the Right of First Refusal has been exercised by the Company or the Investors. In the event the Shares are not disposed of on the terms proposed in the Notice within thirty (30) days following the lapse of the Right of First Refusal, or if at any time the Founder proposes to change the price or other terms to make them more favorable to the buyer, then the Shares shall once again be subject to the Right of First Refusal.