Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. For a period of 20 days following the date (the “Transfer Notice Date”) on which the Transfer Notice is given by the Transferring Holder (the “Company Acceptance Period”), the Company shall have the right to purchase all or any portion of the Transfer Shares on the same terms and conditions as set forth in the Transfer Notice. If the Company wishes to exercise its right to purchase all or any portion of the Transfer Shares, it shall give written notice (the “Company Notice”) to the Transferring Holder no later than the expiration of the Company Acceptance Period. The Company Notice shall state that the Company wishes to purchase all of the Transfer Shares or, if the Company wishes to purchase less than all of the Transfer Shares, the number of Transfer Shares the Company wishes to purchase. If the Company wishes to purchase all of the Transfer Shares, the Company shall specify in the Company Notice a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Company Notice is given. At the closing, the Company shall pay the total purchase price of the Transfer Shares (which shall be equal to the product of (a) the number of Transfer Shares and (b) the Purchase Price Per Share), and at the option of the Company, paid by (i) wire transfer of immediately available funds to an account designated by the Transferring Holder, (ii) cancellation of all or a portion of any outstanding indebtedness of the Transferring Holder to the Company, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer Shares, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers. The Company may request waivers of any liens, evidence of good title to the Transfer Shares and such other documents and agreements as it may reasonably deem necessary in connection with the Transfer. If the Company desires to purchase less than all of the Transfer Shares, the remaining Transfer Shares shall be subject to the Investors’ rights set forth under Section 3.3 and Section 3.4 below. The Transferring Holder shall not be entitled to vote, either as a stockholder or director, in connection with the decision of the Company whether to exercise its option to purchase the Transfer Shares, provided, that if the vote of the Transferring Holder is required for valid corporate action, the Transferring Holder shall vote in accordance with the decision of the majority of the other directors or the stockholders holding a majority of the voting power of the Shares, as the case may be.

Company Right of First Refusal. For a period of 20 thirty (30) days following the date (the “Transfer receipt of any First Refusal Notice Date”) on which the Transfer Notice is given by the Transferring Holder (the “Company Acceptance Period”), described in Section 4.1 the Company shall have the right to purchase all or any a portion of the Transfer Offered Shares subject to such First Refusal Notice (or to designate to another Person such right, in which case references to the Company in this Section 4.2 shall be deemed to include such designee) on the same terms and conditions as set forth in the Transfer Noticetherein. If the Company wishes to exercise its The Company’s purchase right to purchase all or any portion of the Transfer Shares, it shall give be exercised by written notice (the “Company Notice”) and delivered to the Transferring Holder no later than the expiration of the Company Acceptance Period. The Company Notice shall state that the Company wishes to purchase all of the Transfer Shares or, if the Company wishes to purchase less than all of the Transfer Shares, the number of Transfer Shares the Company wishes to purchaseInvestor within such thirty (30) day period. If the Company wishes desires to exercise its purchase all of the Transfer Sharesright, the Company shall specify in effect the purchase of the Offered Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time the Transferring Investor shall deliver to the Company Notice a date the certificate(s) representing the Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. If purchased by the Company, the Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of closingCommon Stock. If the consideration for the Shares proposed to be transferred includes consideration other than cash consideration, the cash equivalent of the non-cash consideration will be determined by the Company’s Board of Directors in good faith, which date shall not determination will be earlier than 10 days and not later than 20 days following the date binding on which the Company Notice is givenand the Transferring Investor. At The payment of the closing, purchase price for the Shares purchased by the Company shall pay the total purchase price exercising its right of the Transfer Shares (which shall first refusal will be equal to the product of (a) the number of Transfer Shares and (b) the Purchase Price Per Share)made, and at the option of the Company, paid by (i) in cash (by check or wire transfer of immediately available funds to an account designated by the Transferring Holder, transfer); (ii) by cancellation of all or a portion of any outstanding indebtedness of the Transferring Holder Investor to the Company, ; or (iii) by any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer Shares, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers. The Company may request waivers of any liens, evidence of good title to the Transfer Shares and such other documents and agreements as it may reasonably deem necessary in connection with the Transfer. If the Company desires does not exercise its purchase right within such thirty (30) day period with respect to purchase less than all of the Offered Shares then the Transferring Investor may, not later than sixty (60) days following delivery to the Company of the First Refusal Notice, Transfer Sharesthe Offered Shares covered by the First Refusal Notice to the purchaser named in the First Refusal Notice upon the same terms and conditions (including the purchase price) as those described in the First Refusal Notice. Any proposed Transfer to a different purchaser and/or on different terms and conditions than those described in the First Refusal Notice, as well as any subsequent proposed Transfer of any of the remaining Transfer Shares by the Transferring Investor, shall again be subject to the Investors’ rights set forth under Section 3.3 and Section 3.4 below. The Transferring Holder shall not be entitled to vote, either as a stockholder or director, in connection with the decision Right of First Refusal of the Company whether to exercise its option to purchase the Transfer Shares, provided, that if the vote of and shall require compliance by the Transferring Holder is required for valid corporate action, the Transferring Holder shall vote in accordance Investor with the decision of procedures described in this Section 4. The rights under this Section 4 shall expire upon the majority of the other directors or the stockholders holding a majority of the voting power of the Shares, as the case may beCompany’s Initial Public Offering.