First Offer Provisions Sample Clauses

First Offer Provisions. If a Stockholder while subject to ---------------------- the provisions of this Section 5.2 receives an offer from any Person (other than its Permitted Transferees) to acquire any shares of Common Stock, or decides to solicit or cause to be solicited a proposal or proposals to acquire shares of Common Stock, such Offering Stockholder shall first give each other Stockholder having rights with respect to the shares of Common Stock held by such Offering Stockholder under this Subsection 5.2 (the "Offeree") written notice (the "Stockholder Notice") of such intention, which notice shall include a term sheet stating, among other material terms, the minimum cash sales price (the "Target Price") that such Stockholder would entertain for the shares of Common Stock to be sold (the "Offered Securities"). The Offeree (or its designee) shall have the right for a period of 20 days following the delivery of the Stockholder Notice (the "Acceptance Period") (provided, that if more than one Stockholder is an -------- Offeree, the Acceptance Period shall be shortened to 15 days, and if any Offeree declines to exercise its rights with respect to the Stockholder Notice, those Offerees exercising their rights may, by giving a written notice by the 20th day after the Stockholder's Notice, purchase all, but not less than all, of the portion of the shares of Common Stock not accepted by the declining Offeree (the "Take-Up Right"), pro rata based on such electing Offerees ownership of Common Stock) to accept the offer to purchase all but not less than all of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice. The Offeree (or its designee) shall exercise its rights under this Section 5.2 by delivering to such Offering Stockholder an irrevocable written notice of its election prior to 2:00 p.m. Los Angeles time on the final day of the Acceptance Period. If the Offeree (or its designee) exercises its rights under this Section 5.2, the sale of the Offered Securities shall be consummated within 60 days of the final day of the Acceptance Period (the "Purchase Period"). If the Offeree (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities within the Purchase Period, such Offering Stockholder shall have the right (without l...