Common use of Exercise of Right of First Offer Clause in Contracts

Exercise of Right of First Offer. (i) Upon receipt of the First Offer Notice, each Offeree Shareholder shall have the option (the "Shareholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within ten (10) days after the date of the First Offer Notice (the "Shareholders' First Offer Option Period"), to purchase from the Selling Shareholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants up to the sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned by the Offeree Shareholders (including such Offeree Shareholder) that exercised the option provided herein. Each Offeree Shareholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrants, if any, that such Offeree Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Offeree Shareholders (other than such Offeree Shareholder) elect not to exercise their Shareholders' Right of First Offer, in whole or in part. If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the Shareholders' Right of First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Offered Securities only.

Exercise of Right of First Offer. The Company shall give written notice (an “Issuance Notice”) of any proposed Company Equity Security Transaction (as described in Section 3(a) above) to the Investor not less than twenty (20) calendar days prior to the expected consummation date of such Company Equity Security Transaction; provided that no Issuance Notice need be given in respect of any Exempt Share Transaction (as hereinafter defined). Such Issuance Notice shall set forth (i) Upon the number of Company Equity Securities that are proposed to be sold by the Company in such Company Equity Security Transaction, (ii) the price at which and the other material terms and conditions on which such Company Equity Securities are proposed to be sold in such Company Equity Security Transaction and (ii) the number of First Offer Shares that the Investor will be entitled to purchase pursuant to Section 3(a), assuming the actual sale of all of the Company Equity Securities proposed to be sold in such Company Equity Security Transaction. At any time during the 20 calendar day period following the receipt of such an Issuance Notice (the “Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of First Offer Shares which the Investor is entitled to purchase by reason of such Company Equity Security Transaction, at the price specified in the Issuance Notice, by delivering to the Company, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of First Offer Shares which the Investor is electing to purchase (an “Acceptance Notice”). Subject to the proviso set forth hereinafter in this Section 3(b) and the provisions of Section 3(c) below, any purchase of First Offer Shares by the Investor pursuant to this Section 3 shall be consummated concurrently with the consummation of the sale of shares in the Company Equity Security Transaction described in the Issuance Notice, at which time the Investor shall be obligated to pay the purchase price, as set forth in the Issuance Notice, of the First Offer NoticeShares which the Investor has elected to purchase; provided, each Offeree Shareholder shall have however, that, if governmental or regulatory approvals are required to be obtained by the option Investor to permit it to purchase any of such First Offer Shares, and such approvals are obtained within sixty (the "Shareholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within ten (1060) days after the date of the Investor’s Acceptance Notice, then, a second closing shall be held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining First Offer Notice (the "Shareholders' First Offer Option Period"), to purchase from the Selling Shareholder, at the price Shares will be purchased and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants up to the sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned paid for by the Offeree Shareholders (including such Offeree Shareholder) that exercised the option provided herein. Each Offeree Shareholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrants, if any, that such Offeree Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Offeree Shareholders (other than such Offeree Shareholder) elect not to exercise their Shareholders' Right of First Offer, in whole or in part. If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the Shareholders' Right of First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Offered Securities onlyInvestor.

Exercise of Right of First Offer. (i) Upon receipt of the First Offer Notice, each Offeree Shareholder Stockholder shall have the option (the "ShareholdersStockholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder Stockholder within ten (10) days after the date of the First Offer Notice (the "ShareholdersStockholders' First Offer Option Period"), to purchase from the Selling ShareholderStockholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants Securities up to the sum of (A) the number of shares of Common Stock and Warrants Securities included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") Securities owned by such Offeree Shareholder Stockholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents Securities held by all Offeree Shareholders Stockholders and (B) the number of shares of Common Stock and Warrants Securities that, under the formula in clause (A), all Offeree Shareholders Stockholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents Securities owned by such Offeree Shareholder Stockholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents Securities owned by the Offeree Shareholders Stockholders (including such Offeree ShareholderStockholder) that exercised the option provided herein. Each Offeree Shareholder Stockholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants Securities that such Offeree Shareholder Stockholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and WarrantsSecurities, if any, that such Offeree Shareholder Stockholder would be willing to purchase from the Selling Shareholder Stockholder in the event that one or more Offeree Shareholders Stockholders (other than such Offeree ShareholderStockholder) elect not to exercise their ShareholdersStockholders' Right of First Offer, in whole or in part. If any Offeree Shareholder Stockholder shall fail fall to deliver the Notice of Election within the ShareholdersStockholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the ShareholdersStockholders' Right of First Offer and such ShareholdersStockholders' Right of First Offer shall thereupon expire with respect to the Offered Securities only.

Exercise of Right of First Offer. (i) Upon receipt of the First Offer Notice, each Offeree Shareholder Stockholder shall have the option (the "ShareholdersStockholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder Offeror Stockholder within ten (10) days after the date of the First Offer Notice (the "ShareholdersStockholders' First Offer Option Period"), to purchase from the Selling ShareholderOfferor Stockholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants Securities up to the sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder Stockholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders Stockholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders Stockholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder Stockholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned by the Offeree Shareholders Stockholders (including such Offeree ShareholderStockholder) that exercised the option provided herein. Each Offeree Shareholder Stockholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder Stockholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrantsof Common Stock, if any, that such Offeree Shareholder Stockholder would be willing to purchase from the Selling Shareholder Offeror Stockholder in the event that one or more Offeree Shareholders Stockholders (other than such Offeree ShareholderStockholder) elect not to exercise their ShareholdersStockholders' Right of First Offer, in whole or in part. If any Offeree Shareholder Stockholder shall fail to deliver the Notice of Election within the ShareholdersStockholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the ShareholdersStockholders' Right of First Offer and such ShareholdersStockholders' Right of First Offer shall thereupon expire with respect to the Offered Securities only.