Common use of The Company’s Right Clause in Contracts

The Company’s Right. The Company shall, for a period of thirty days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 5.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the Investors prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase of such Target Shares, by no later than twenty Business Days after the delivery of the Exercise Notice. At such time, the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase shall be contingent upon the election of one or more of the Investors to repurchase the remaining Target Shares. The Company shall notify the Investors of its intent to repurchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the Investors' exercise of its repurchase rights in accordance with Section 5.3 hereof. In the event one or more of the Investors do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 5.2.

The Company’s Right. The Company shall, for a period of thirty days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 5.24.02. Such If such terms contemplate property other than cash constituting all or a portion of the purchase price for the Target Shares, the Company shall substitute cash in an amount equal to the fair value of such property for such property. The fair value of such property shall be determined by the Company's Board in good faith, in consultation with such independent investment bank or appraiser as the Board shall deem appropriate. The Company's purchase right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the Investors other Stockholders prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase of such Target Shares, by no later than twenty Business Days after the delivery of the Exercise Notice. At such time, the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase shall be contingent upon the election of one or more of the Investors Stockholders to repurchase the remaining Target Shares. The Company shall notify the Investors other Stockholders of its intent to repurchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the Investors' exercise of its the repurchase rights granted to the Stockholders in accordance with Section 5.3 4.03 hereof. In the event one or more of the Investors Stockholders do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 5.24.02.

The Company’s Right. The Company shall, for a period of thirty (30) days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 5.22.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Transferring Stockholder and the Investors other Stockholders prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase purchase of such Target Shares, by no later than twenty Business Days ten (10) business days after the delivery of the Exercise Notice. At such time, the Selling Transferring Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchasedpurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase purchase shall be contingent upon the election of one or more of the Investors Stockholders to repurchase purchase the remaining Target Shares. The If the Company shall notify the Investors Stockholders of its the Company's intent to repurchase purchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, then the Company's repurchase purchase of such Target Shares shall be consummated, if at all, at the time of the InvestorsStockholders' exercise of its repurchase purchase rights in accordance with Section 5.3 2.3 hereof. In the event one or more of the Investors Stockholders do not elect to repurchase purchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 5.22.2.

The Company’s Right. The of First Refusal with respect to MCO2’s Shares. (a) Until the earlier of April 30, 2009 and the completion of the Company’s Initial Public Offering, the Company shallshall have a right of first refusal (the “Right of First Refusal for MCO2’s Shares”) with respect to any proposed Transfer of Shares (other than a Transfer to a Permitted Transferee) by MCO2, for a period of thirty days following receipt of a Disposition Notice, have MCO2’s Affiliates or MCO2’s Permitted Transferees. In the right event that MCO2 (or MCO2’s Affiliates or MCO2’s Permitted Transferees) (the “MCO2 Transferor”) receives an offer from the Third Party Purchaser to purchase any Shares, the Target MCO2 Transferor shall be required to send the Company a written notice (the “MCO2 Right of First Refusal Notice”) prior to the consummation of such Transfer of Shares specified therein upon to the Third Party Purchaser. The MCO2 Right of First Refusal Notice shall set forth the number of Shares that the MCO2 Transferor proposes to Transfer, the price per share to be received for the Shares and any other proposed terms and conditions relating to such Transfer and the identity (including name and address) of the Third Party Purchaser. The MCO2 Right of First Refusal Notice shall certify that the MCO2 Transferor has received a firm offer from the Third Party Purchaser and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the MCO2 Right of First Refusal Notice. The MCO2 Right of First Refusal Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer. (b) The delivery of an MCO2 Right of First Refusal Notice shall constitute an offer, which shall be irrevocable for thirty (30) days from the date of the Right of First Refusal Notice (the “MCO2 Right of First Refusal Notice Period”), by the MCO2 Transferor to Transfer to the Company the Shares subject to the MCO2 Right of First Refusal Notice (the “MCO2 Offered Shares”) on the terms and conditions specified in set forth therein. The Company shall have the Disposition right, but not the obligation, to accept such offer to purchase all or part of the MCO2 Offered Shares free of Encumbrances by giving a written notice of its acceptance of such offer (an “MCO2 Acceptance Notice, subject ”) to the conditions contained in this Section 5.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the Investors MCO2 Transferor prior to the expiration of such thirty-day exercise periodthe MCO2 Right of First Refusal Notice Period. If such right is exercised Subject to Section 5.5(c), delivery of an MCO2 Acceptance Notice by the Company to the MCO2 Transferor shall constitute a contract between the Company and the MCO2 Transferor for the Transfer of the MCO2 Offered Shares on the terms and conditions set forth therein. The failure of the Company to give an MCO2 Acceptance Notice within the MCO2 Right of First Refusal Notice Period shall be deemed a rejection of its MCO2 Right of First Refusal with respect to all the subject Transfer. (c) The closing of any Transfer of Shares between an MCO2 Transferor and the Company pursuant to this Section 5.5 shall take place within sixty (60) days from the last day of the Target Shares specified in MCO2 Right of First Refusal Notice Period; provided, that if such Transfer is subject to any prior approval or other consent required by applicable Law or stock exchange rule, the Disposition Notice, then time period during which the Company shall complete the repurchase closing of such Target Shares, by Transfer may occur shall be extended until the expiration of ten (10) days after all such approvals and consents shall have been granted but in no case later than twenty Business Days after ninety (90) days from the delivery last day of the Exercise NoticeMCO2 Right of First Refusal Notice Period. At Each Party to such timeTransfer shall use commercially reasonable efforts to obtain all such approvals and consents. (d) After the earlier of April 30, 2009 and the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion completion of the Target Shares specified in the Disposition NoticeCompany’s Initial Public Offering, then such right to repurchase MCO2 shall be contingent upon the election permitted to sell its Shares free of any restrictions under this Section 5.5, subject to Section 5.5(e) herein; provided, that if after one or more of the Investors to repurchase the remaining Target Shares. The Company shall notify the Investors of its intent to repurchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the Investors' exercise of its repurchase rights in accordance with Section 5.3 hereof. In the event one or more of the Investors do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right transfers permitted under this Section 5.25.5(d), MCO2 Transferors hold in aggregate less than 80% of the number of Shares they hold in aggregate as of the date hereof, MCO2 shall not be entitled to the rights and privileges set forth under Sections 3.3, 3.5 and 6.1(a) hereof. (e) Notwithstanding any provision to the contrary herein, MCO2 Transferors shall not Transfer any Shares to a Competitor of the Company or any of such Competitor’s Affiliates.

The Company’s Right. The Company shall, for a period of thirty 30 days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 5.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the Investors other Stockholders prior to the expiration of such thirty30-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase of such Target Shares, by no later than twenty 20 Business Days after the delivery of the Exercise Notice. At such time, the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase shall be contingent upon the election of one or more of the Investors Stockholders to repurchase the remaining Target Shares. The Company shall notify the Investors Stockholders of its intent to repurchase only a portion of the Target Shares within the thirty30-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the InvestorsStockholders' exercise of its repurchase rights in accordance with Section 5.3 hereof. In the event one or more of the Investors Stockholders do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 5.2.