Common use of The Company’s Right of First Refusal Clause in Contracts

The Company’s Right of First Refusal. At any time after the first occurrence of a Trigger Event and prior to the expiration of twenty-four (24) months immediately following the first purchase of shares of Company Common Stock pursuant to the Company Option, if Parent shall desire to sell, assign, transfer or otherwise dispose of all or any of the shares of Company Common Stock or other securities acquired by it pursuant to the Company Option, it shall give the Company written notice of the proposed transaction (a "Parent Offer Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. A Parent Offer Notice shall be deemed an offer by Parent to Company, which may be accepted within five (5) business days of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee. The purchase of any such shares or other securities by the Company shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. In the event of the failure or refusal of the Company to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but not less than all, of such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable to the transferee than those set forth in the Parent Offer Notice; provided that the provisions of this sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 9((c)) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person to whom Parent has assigned its rights under the Company Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms hereof.

The Company’s Right of First Refusal. At In the event that you propose to sell, pledge or otherwise transfer to a third party any time after Shares acquired under this Agreement, or any interest in such Shares, the first occurrence Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a Trigger Event and prior to the expiration of twenty-four (24) months immediately following the first purchase of shares of Company Common Stock pursuant written "Transfer Notice" to the Company Optiondescribing fully the proposed transfer, if Parent shall desire including the number of Shares proposed to sellbe transferred, assign, the proposed transfer or otherwise dispose of all or any of price and the shares of Company Common Stock or other securities acquired by it pursuant to the Company Option, it shall give the Company written notice name and address of the proposed transaction (a "Parent Offer Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. A Parent Offer The Transfer Notice shall be deemed an offer signed both by Parent you and by the proposed transferee and must constitute a binding commitment of both parties to Company, which may be accepted within five (5) business days the transfer of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transfereeShares. The purchase of any such shares or other securities by Company and its assignees shall have the Company shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. In the event of the failure or refusal of the Company right to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such shares terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or other securities in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transferee at no less than the price specified and transfer on terms no more favorable and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the transferee than those Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, you and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Parent Offer Transfer Notice; provided that the provisions of this sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements Company's Right of this Section 9((c)) First Refusal shall not apply terminate upon the Company's initial public offering. The Company's Right of First Refusal shall inure to (i) the benefit of its successors and assigns and shall be binding upon any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person to whom Parent has assigned its rights under the Company Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms hereofShares.

The Company’s Right of First Refusal. At In the event that you propose to sell, pledge or otherwise transfer to a third party any time after Shares acquired under this Agreement, or any interest in such Shares, the first occurrence Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a Trigger Event and prior to the expiration of twenty-four (24) months immediately following the first purchase of shares of Company Common Stock pursuant written "Transfer Notice" to the Company Optiondescribing fully the proposed transfer, if Parent shall desire including the number of Shares proposed to sellbe transferred, assign, the proposed transfer or otherwise dispose of all or any of price and the shares of Company Common Stock or other securities acquired by it pursuant to the Company Option, it shall give the Company written notice name and address of the proposed transaction (a "Parent Offer Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. A Parent Offer The Transfer Notice shall be deemed an offer signed both by Parent you and by the proposed transferee and must constitute a binding commitment of both parties to Company, which may be accepted within five (5) business days the transfer of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transfereeShares. The purchase of any such shares or other securities by Company and its assignees shall have the Company shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. In the event of the failure or refusal of the Company right to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such shares terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or other securities in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transferee at no less than the price specified and transfer on terms no more favorable and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the transferee than those Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, you and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Parent Offer Transfer Notice; provided that the provisions of this sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements Company's Right of this Section 9((c)) First Refusal shall not apply terminate upon the Company's initial public offering. The Company's Right of First Refusal shall inure to (i) the benefit of its successors and assigns and shall be binding upon any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person to whom Parent has assigned its rights under the Company Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms hereofShares.

The Company’s Right of First Refusal. At If you propose to sell, pledge or otherwise transfer to a third party any time after Stock acquired upon exercise of your options under this Agreement, or any interest in such Stock, the first occurrence Company shall have the “Right of a Trigger Event First Refusal” with respect to all (and prior to the expiration not less than all) of twenty-four (24) months immediately following the first purchase of such shares of Company Common Stock. If you desire to transfer Stock pursuant acquired under this Agreement, you must give a written transfer notice to the Company Optiondescribing fully the proposed transfer, if Parent shall desire including the number of shares proposed to sellbe transferred, assign, the proposed transfer or otherwise dispose of all or any of price and the shares of Company Common Stock or other securities acquired by it pursuant to the Company Option, it shall give the Company written notice name and address of the proposed transaction transferee (a "Parent Offer “Transfer Notice"”), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. A Parent Offer The Transfer Notice shall be deemed an offer signed both by Parent you and by the proposed new transferee and must constitute a binding commitment of both parties to Company, which may be accepted within five (5) business days the transfer of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transfereeshares. The purchase of any such shares or other securities by the Company shall be settled within five (5) business days of have the date of the acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. In the event of the failure or refusal of the Company right to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but and not less than all, of the shares of Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such shares or other securities terms permitted in the next paragraph). The Company must notify you in writing of its intent to exercise its Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date it received the Transfer Notice, you may, not later than ninety (90) days following the Company’s receipt of the Transfer Notice, conclude a transfer of the Stock only on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the proposed transferee at no less than Right of First Refusal and shall require compliance with the price specified and on terms no more favorable procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the sale of the Stock to the transferee than those Company shall occur on the terms set forth in the Parent Offer Notice; provided that Transfer Notice within sixty (60) days after the provisions of this sentence shall not limit date the rights Parent Company received the Transfer Notice (or within such longer period as may otherwise have been specified in the event Transfer Notice); provided, however, that if under the Transfer Notice payment for the Stock was to be made in a form other than lawful money paid at the time of transfer, the Company has accepted shall have the offer contained option of paying for the Stock with lawful money equal to the present value of the consideration described in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 9((c)) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person to whom Parent has assigned its rights under the Company Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms hereofTransfer Notice.