Common use of Election by the Company Clause in Contracts

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers duly endorsed in blank at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers duly endorsed in blank. Notwithstanding the foregoing, in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 3.

Election by the Company. Within twenty (20) 20 days after ----------------------- receipt of the ----------------------- Notice, the Company (or its designee) may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) 20 days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative principal office of the Company. Within twenty (20) 20 days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers duly endorsed in blank. Notwithstanding the foregoing, in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Sharesblank for Transfer. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 Sections 5(d) and 7(a) of the Pledge this Agreement, to the transferee(s) named in the Notice at the Proposed Purchase Price, Price or at a higher price, price and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) 90 days after the date of the Notice and any proposed Transfer after such ninety (90) -day period may be made only by again complying with the procedures set forth in this Section 3.

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to PurchaserOptionee, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser Optionee shall surrender (if Purchaser Optionee has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to PurchaserOptionee, the Company shall deliver to Purchaser Optionee a check, payable to Purchaser Optionee or to such person as Purchaser Optionee shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser Optionee fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser Optionee shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, if any Outstanding Amount (as defined in that certain Stock Subscription Agreement between the event any principalCompany and the Optionee dated April 15, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount"1998) are is owed to the Company by PurchaserOptionee, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser Optionee shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, Shares to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 37(b). This right of first refusal shall terminate ------------ upon an underwritten public offering of Common Stock by the Company registered under the Act (as defined below) (other than an offering registered on Form S-4 or Form S-8 or any substitute for such forms) resulting in gross proceeds to the Company in excess of $25 million (an "Initial Public Offering").

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, in the event if any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are Amount is owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 9 of this Agreement and Section 6 of the Pledge Agreement, to the --------- transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 34. This right of first refusal terminates upon an Initial Public --------- Offering.

Election by the Company. Within twenty (20) 20 days after ----------------------- receipt of the ----------------------- Notice, the Company (or its designee) may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) 20 days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative principal office of the Company. Within twenty (20) 20 days after delivery of such notice to Purchaser, the Company shall 2. deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers duly endorsed in blank. Notwithstanding the foregoing, in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Sharesblank for Transfer. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Sections 5(d) and 7(a)of this Agreement, to the transferee(s) named in the Notice at the Proposed Purchase Price, Price or at a higher price, price and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) 90 days after the date of the Notice and any proposed Transfer after such ninety (90) -day period may be made only by again complying with the procedures set forth in this Section 3.

Election by the Company. Within twenty (20) days after ----------------------- receipt of ------------------------ the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to PurchaserOptionee, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser Optionee shall surrender (if Purchaser Optionee has not already done so) the certificate or certificates representing the Offered Shares with stock powers duly endorsed in blank at the administrative office of the Company. Within twenty (20) days after delivery of such notice to PurchaserOptionee, the Company shall deliver to Purchaser Optionee a check, payable to Purchaser Optionee or to such person as Purchaser Optionee shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser Optionee fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser Optionee shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers duly endorsed in blank. Notwithstanding the foregoing, if any Outstanding Amount (as defined in that certain Stock Subscription Agreement between the event any principalCompany and the Optionee dated October __, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount"1999) are is owed to the Company by PurchaserOptionee, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser Optionee shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, Shares to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 3Section.

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to PurchaserOptionee, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser Optionee shall surrender (if Purchaser Optionee has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to PurchaserOptionee, the Company shall deliver to Purchaser Optionee a check, payable to Purchaser Optionee or to such person as Purchaser Optionee shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in ------------------- exchange for the Offered Shares. If Purchaser Optionee fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser Optionee shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, if any Outstanding Amount (as defined in that certain Senior Executive Stock Subscription Agreement by and between the event any principal, interest, fees, expenses or other amounts due on or in connection with Company and the Note (the "Outstanding Amount"Optionee dated __________) are is owed to the Company by PurchaserOptionee, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser Optionee shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, Shares to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 3.7(b). This right of ------------ first refusal shall terminate upon an underwritten public offering of Common Stock by the Company registered under the Act (as defined below) (other than an offering registered on Form S-4 or Form S-8 or any substitute for such forms) resulting in gross proceeds to the Company in excess of $25 million (an "Initial ------- Public Offering"). ---------------

Election by the Company. Within twenty (20) 15 days after ----------------------- receipt of the ----------------------- Notice, the Company may elect to purchase any or all all, but not less than all, of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to PurchaserEmployee, specifying a day, which shall not be more than twenty (20) 15 days after such notice is delivered, on or before which Purchaser Employee shall surrender (if Purchaser Employee has not already done so) the certificate or certificates representing the Offered Shares (with a stock powers assignment or stock assignments duly endorsed in blank for Transfer) at the administrative principal office of the Company. Within twenty (20) 15 days after delivery of such notice to PurchaserEmployee, the Company shall deliver to Purchaser Employee a check, payable to Purchaser Employee or to such person as Purchaser Employee shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser Employee fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser Employee shall cease to be a Shareholder stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blank. Notwithstanding the foregoing, in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Sharesblank for Transfer). If the Company does not elect to purchase all of the Offered Shares, Purchaser Employee shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, Shares to the transferee(s) named in the Notice at the Proposed Purchase Price, Price or at a higher price, price and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) 90 days after the date of the Notice and any proposed Transfer after such ninety (90) -day period may be made only by again complying with the procedures set forth in this Section 34.

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to PurchaserOptionee, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser Optionee shall surrender (if Purchaser Optionee has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to PurchaserOptionee, the Company shall deliver to Purchaser Optionee a check, payable to Purchaser Optionee or to such person as Purchaser Optionee shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser Optionee fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser Optionee shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, if any Outstanding Amount (as defined in that certain Stock Subscription Agreement between the event any principal, interest, fees, expenses or other amounts due on or in connection with Company and the Note (the "Outstanding Amount"Optionee dated __________) are is owed to the Company by PurchaserOptionee, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser Optionee shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, Shares to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 37(b). This right of first refusal shall terminate upon an underwritten ------------ public offering of Common Stock by the Company registered under the Act (as defined below) (other than an offering registered on Form S-4 or Form S-8 or any substitute for such forms) resulting in gross proceeds to the Company in excess of $25 million (an "Initial Public Offering").

Election by the Company. Within twenty (20) days after ----------------------- receipt of ----------------------- the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, in the event if any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are Amount is owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 9 of this Agreement --------- and Section 6 of the Pledge Agreement, to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 34. This right of first --------- refusal terminates upon an Initial Public Offering.

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, in the event if any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are Amount is owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 9 of this Agreement and Section 6 of the Pledge Agreement, to the --------- transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 3.and

Election by the Company. Within twenty (20) days after receipt ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers (duly endorsed in blank for transfer) at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers (duly endorsed in blankblank for Transfer). Notwithstanding the foregoing, in the event if any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are Amount is owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 9 of this Agreement and Section 6 of the Pledge Agreement, to the --------- transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set forth in this Section 4. This right of first refusal terminates upon an Initial Public --------- Offering. The Company may assign the right to purchase the Offered Shares to one or more of its Shareholders owing 3% or more of its outstanding common stock.