Common use of Election Notice Clause in Contracts

Election Notice. Buyer shall have three Business Days after its receipt of the Sale Notice to inform Stockholder in writing if it desires to purchase any or all of the Offered Shares, provided that Buyer must elect to purchase no less than the lesser of (x) 90% of the Offered Shares and (y) such number of shares representing 1% of the outstanding shares of the Company’s Common Stock at such time (the “Minimum Purchase Condition”) for it to have the right to purchase any Offered Shares (any such notice, an “Election Notice”). If Buyer timely provides an Election Notice, then Buyer shall be obligated to purchase such number of Offered Shares as Buyer sets forth in the Election Notice in accordance with the Minimum Purchase Condition (such number, the “Subject Shares”), and Stockholder shall be obligated to sell the Subject Shares to Buyer, at the same price and subject to the same material terms and conditions as described in the Sale Notice. If Buyer fails to deliver an Election Notice to Stockholder within such three Business Day period, then Buyer shall be deemed to have elected not to purchase any of the Offered Shares. If Buyer does not elect to purchase all of the Offered Shares, then Stockholder shall be free to sell a number of Covered Shares equal to the difference between (x) the number of Offered Shares and (y) the number of Subject Shares (such resulting number of Offered Shares, the “Excess Shares”) in accordance with Section 1(e) below.

Election Notice. Buyer shall have three Business Days after its receipt of the Sale Notice to inform such Stockholder in writing if it desires to purchase any or all of the Offered Shares, provided that Buyer must elect to purchase no less than the lesser of (x) 90% of the Offered Shares and (y) such number of shares representing 1% of the outstanding shares of the Company’s Common Stock at such time (the “Minimum Purchase Condition”) for it to have the right to purchase any Offered Shares (any such notice, an “Election Notice”). If Buyer timely provides an Election Notice, then Buyer shall be obligated to purchase such number of Offered Shares as Buyer sets forth in the Election Notice in accordance with the Minimum Purchase Condition (such number, the “Subject Shares”), and Stockholder shall be obligated to sell the Subject Shares to Buyer, at the same price and subject to the same material terms and conditions as described in the Sale Notice. If Buyer fails to deliver an Election Notice to Stockholder within such three Business Day period, then Buyer shall be deemed to have elected not to purchase any of the Offered Shares. If Buyer does not elect to purchase all of the Offered Shares, then Stockholder shall be free to sell a number of Covered Shares equal to the difference between (x) the number of Offered Shares and (y) the number of Subject Shares (such resulting number of Offered Shares, the “Excess Shares”) in accordance with Section 1(e) below.