Common use of Scope and Priority of Company’s and Remaining Shareholders’ Options Clause in Contracts

Scope and Priority of Company’s and Remaining Shareholders’ Options. (a) Upon receipt of a Transfer Notice from a Selling Shareholder pursuant to Section 5.02, the Company shall thereupon have the first option to purchase all (but not less than all) of such shares of Stock tendered at the Purchase Price. Such option to purchase must be exercised by the Company within thirty (30) days after receipt of the Transfer Notice. Any exercise of such option to purchase Stock by the Company shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty day period. If the Company elects not to exercise such option to purchase it shall so notify in writing the Selling Shareholder, with a copy to all other Shareholders, (the "Non-Exercise Notice") mailed within such thirty day period. (b) If the Company fails to exercise its option to purchase all of the Selling Shareholder's Stock in accordance with Section 5.03(a) above, then upon receipt of a notice (the "Second Transfer Notice") from a Selling Shareholder that the Company has failed to exercise its option to purchase pursuant to Section 5.03(a) above, or that the Company has notified the Selling Shareholder that it has elected not to exercise such option to purchase, the Remaining Shareholder(s) shall thereupon have an option to purchase all of such shares tendered at the Purchase Price. This option to purchase must be exercised by the Remaining Shareholder(s) within thirty (30) days after receipt by the Remaining Shareholders of the Second Transfer Notice. If any Remaining Shareholder fails to exercise his option to purchase shares, or exercises such option to purchase less than all the shares available to him, then the other Remaining Shareholders shall have a period of thirty (30) days following the initial thirty day period to acquire all or any part of such offered shares which are left. Any exercise of such option to purchase Stock by the Remaining Shareholder(s) shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty (30) day period (or, if not all shares of the Selling Shareholder are acquired during such first period, then by notice mailed within the ten day period following). (c) Any notice given pursuant to this Section 5 shall be given as provided in Section 9.01 of this Agreement.

Scope and Priority of Company’s and Remaining Shareholders’ Options. (a) Upon receipt of a Transfer Notice from a Selling Shareholder pursuant to Section 5.02, the Company shall thereupon have the first option to purchase all (but not less than all) of such shares of Stock tendered at the Purchase Price. Such option to purchase must be exercised by the Company within thirty (30) days after receipt of the Transfer Notice. Any exercise of such option to purchase Stock by the Company shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty (30) day period. If the Company elects not to exercise such option to purchase it shall so notify in writing the Selling Shareholder, with a copy to all other Shareholders, (the "“Non-Exercise Notice"”) mailed within such thirty (30) day period. (b) If the Company fails to exercise its option to purchase all of the Selling Shareholder's ’s Stock in accordance with Section 5.03(a) above, then upon receipt of a notice (the "“Second Transfer Notice"”) from a Selling Shareholder that the Company has failed to exercise its option to purchase pursuant to Section 5.03(a) above, or that the Company has notified the Selling Shareholder that it has elected not to exercise such option to purchase, the Remaining Shareholder(s) Shareholders shall thereupon have an option to purchase all of such shares tendered at the Purchase PricePrice (pro rata based on each of the Remaining Shareholders’ ownership of Class A Common Stock). This option to purchase must be exercised by the Remaining Shareholder(s) Shareholders within thirty (30) days after receipt by the Remaining Shareholders of the Second Transfer Notice. If any Remaining Shareholder fails to exercise his option to purchase shares, or exercises such option to purchase less than all the shares available to him, then the other Remaining Shareholders shall have a period of thirty (30) days following the initial thirty (30) day period to acquire all or any part of such offered shares which are leftleft (pro rata based on each of the other Remaining Shareholders’ ownership of Class A Common Stock). Any exercise of such option to purchase Stock by the Remaining Shareholder(s) shall be made by notice in writing to the Selling Shareholder, with a copy to all other Remaining Shareholders, mailed within such thirty (30) day period (or, if not all shares of the Selling Shareholder are acquired during such first period, then by notice mailed within the ten (10) day period following). (c) Any notice given pursuant to this Section 5 shall be given as provided in Section 9.01 of this Agreement.

Scope and Priority of Company’s and Remaining Shareholders’ Options. (a) Upon receipt of a Transfer Notice from a Selling Shareholder pursuant to Section 5.02, the Company shall thereupon have the first option to purchase all (but not less than all) of such shares of Stock tendered at the Purchase Price. Such option to purchase must be exercised by the Company within thirty (30) days after receipt of the Transfer Notice. Any exercise of such option to purchase Stock by the Company shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty thirty-day period. If the Company elects not to exercise such option to purchase it shall so notify in writing the Selling Shareholder, with a copy to all other Shareholders, (the "Non-Exercise Notice") mailed within such thirty thirty-day period. (b) If the Company fails to exercise its option to purchase all of the Selling Shareholder's Stock in accordance with Section 5.03(a) above, then upon receipt of a notice (the "Second Transfer Notice") from a Selling Shareholder that the Company has failed to exercise its option to purchase pursuant to Section 5.03(a) above, or that the Company has notified the Selling Shareholder that it has elected not to exercise such option to purchase, the Remaining Shareholder(s) shall thereupon have an option to purchase all of such shares tendered at the Purchase Price. This option to purchase must be exercised by the Remaining Shareholder(s) within thirty ten (3010) days after receipt by the Remaining Shareholders of the Second Transfer Notice. If any Remaining Shareholder fails to exercise his option to purchase shares, or exercises such option to purchase less than all the shares available to him, then the other Remaining Shareholders shall have a period of thirty ten (3010) days following the initial thirty day period to acquire all or any part of such offered shares which are left. Any exercise of such option to purchase Stock by the Remaining Shareholder(s) shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty ten (3010) day period (or, if not all shares of the Selling Shareholder are acquired during such first period, then by notice mailed within the ten ten-day period following). (c) Any notice given pursuant to this Section 5 shall be given as provided in Section 9.01 of this Agreement.

Scope and Priority of Company’s and Remaining Shareholders’ Options. (a) Upon receipt of a Transfer Notice from a Selling Shareholder pursuant to Section 5.02, the Company shall thereupon have the first option to purchase all (but not less than all) of such shares of Stock tendered at the Purchase Price. Such option to purchase must be exercised by the Company within thirty (30) days after receipt of the Transfer Notice. Any exercise of such option to purchase Stock by the Company shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty (30) day period. If the Company elects not to exercise such option to purchase it shall so notify in writing the Selling Shareholder, with a copy to all other Shareholders, (the "“Non-Exercise Notice"”) mailed within such thirty (30) day period. (b) If the Company fails to exercise its option to purchase all of the Selling Shareholder's ’s Stock in accordance with Section 5.03(a) above, then upon receipt of a notice (the "“Second Transfer Notice"”) from a Selling Shareholder that the Company has failed to exercise its option to purchase pursuant to Section 5.03(a) above, or that the Company has notified the Selling Shareholder that it has elected not to exercise such option to purchase, the Remaining Shareholder(s) Shareholders shall thereupon have an option to purchase all of such shares tendered at the Purchase PricePrice (pro rata based on each of the Remaining Shareholders’ ownership of Class A Common Stock). This option to purchase must be exercised by the Remaining Shareholder(s) Shareholders within thirty (30) days after receipt by the Remaining Shareholders of the Second Transfer Notice. If any Remaining Shareholder fails to exercise his option to purchase shares, or exercises such option to purchase less than all the shares available to him, then the other Remaining Shareholders shall have a period of thirty (30) days following the initial thirty day period to acquire all or any part of such offered shares which are left. Any exercise of such option to purchase Stock by the Remaining Shareholder(s) shall be made by notice in writing to the Selling Shareholder, with a copy to all other Shareholders, mailed within such thirty (30) day period (or, if not all shares of the Selling Shareholder are acquired during such first period, then by notice mailed within the ten day period following). (c) Any notice given pursuant to this Section 5 shall be given as provided in Section 9.01 of this Agreement.Transfer