Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. 9.1 In the event the Optionee exercises this Option and proposes to sell, pledge or otherwise transfer any Shares (other than under the Buy-Out Option described in Section 17 below), the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Shares. Optionee agrees that in no event will Optionee sell, pledge or otherwise transfer any Shares except in compliance with this Section. Before any proposed transfer, Optionee shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Company shall have the right to purchase the Shares subject to the Transfer Notice on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Company's Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's rights under this Section 9.1 shall be freely assignable, in whole or in part. In the event the Company and/or its assignee elects to purchase the Shares subject to the Transfer Notice, the Company and/or its assignee must purchase all the Shares subject to the Transfer Notice.

Company Right of First Refusal. 9.1 (a) In the event Grantee exercises the Optionee exercises this Substitute Option and proposes to sell, pledge or otherwise transfer any Shares (other than under the Buy-Out Option described in Section 17 below)shares, the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Sharesshares. Optionee Grantee agrees that in no event will Optionee he sell, pledge or otherwise transfer any Shares shares except in compliance with this Section. Before any proposed transfer, Optionee Grantee shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by Grantee and by the proposed transferee and must constitute a binding commitment of both such parties for the transfer of the shares, subject only to the Right of First Refusal. The Company shall have the right to purchase the Shares shares subject to the Transfer Notice on the terms set forth in the Transfer Notice by delivery to the Optionee Grantee of a notice of exercise of the Company's Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's rights under this Section 9.1 subsection shall be freely assignable, in whole or and in part. In the event the Company and/or To exercise its assignee elects to purchase the Shares subject to the Transfer Noticerights hereunder, the Company and/or its assignee must purchase all the Shares shares subject to the Transfer Notice.

Company Right of First Refusal. 9.1 In If, at any time a Common Holder (the event “Seller”) should have the Optionee exercises this Option bona fide intention to transfer any portion of Common Stock now owned or hereafter acquired by such holder (“Offered Stock”), before the Seller may transfer any of the Offered Stock the Seller shall notify the Company and the Major Investors, in writing, of (a) such Seller’s bona fide intention to transfer the Offered Stock and, if applicable, any third party’s bona fide offer to purchase any or all of the Offered Stock, (b) the number of shares of Offered Stock proposed to be transferred to each proposed transferee, (c) the name, address and relationship, if any, to the Seller of each proposed transferee, (d) the bona fide cash price or, in reasonable detail, other consideration, per share for which the Seller proposes to selltransfer such Offered Stock to each proposed transferee, pledge or otherwise (e) the date and time of closing the proposed transfer any Shares of Offered Stock and (f) other than under relevant terms of the Buy-Out Option described in Section 17 below)proposed transfer (such notice, the “Transfer Notice”). The Company shall have a have, subject to Section 3.5 below, the first right to purchase from the Seller all or any part of first refusal the Offered Stock on the terms and conditions set forth in this Section 3 (the "“Company’s Right of First Refusal") with respect ”). In order to such Shares. Optionee agrees that in no event will Optionee sellexercise its right hereunder, pledge or otherwise transfer any Shares except in compliance with this Section. Before any proposed transfer, Optionee shall give a the Company must deliver written notice to Seller within twenty (20) calendar days after receipt by the "Company of such Transfer Notice") to . For the Company describing fully the proposed transfer, including the number avoidance of Shares proposed to be transferreddoubt, the proposed transfer price and the name and address of the proposed transferee. The Company shall have the right to purchase the Shares subject to the Transfer Notice on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Company's Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's ’s rights under this Section 9.1 shall 3.1 may not be freely assignable, in whole or in part. In assigned by the event the Company and/or its assignee elects to purchase the Shares subject to the Transfer Notice, the Company and/or its assignee must purchase all the Shares subject to the Transfer NoticeCompany.