Common use of First Offer Clause in Contracts

First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. (i) If the Holder proposes to sell or Except as otherwise transfer the Warrant, any portion thereof, and/or any number provided in this Section 12 and so long as at least twenty-five percent (25%) of the Shares it holds at such time Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Transfer InterestsOffered Securities") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder Company is required to first notify make an offer to IITRI (the Company, by delivering to the Company a written notice ("Sale NoticeFirst Offer") in writing and in accordance with Section 15, stating 15 (the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale "Offer Notice"), to make an offer to purchase the Transfer Interests purchase, at a per share price to be proposed (the "Offer Price") and on terms chosen by the Company; provided that, in relation to a proposed sale percentage of each class or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt type of the Sale NoticeOffered Securities equal to (x) the number of Shares then held by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to make an offer to purchase as the Transfer Interest at a price to be proposed by the Company"IITRI Share"). (ii) Subject to Section 11(c12(c) below, if either (x) the Company IITRI does not deliver to the Holder Company written notice of an acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's receipt of the First Offer Notice, IITRI shall be deemed to have waived its rights to purchase the Transfer Interests ("Purchase Notice") within Offered Securities, which are the appropriate offer period referenced in Section 11(a)(i) abovesubject of the First Offer, or (y) and the Holder has rejected the Company's offer, the Holder Company shall be entitled to issue and sell the Transfer Interests Offered Securities at a the Offer Price, or at such other price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder Company at any time during the period of nine (9) months following the date of delivery of the Sale Offer Notice by the Holder Company to the CompanyIITRI, without the obligation to provide any further offers or notices to the CompanyIITRI.

First Offer. (i) If the Holder proposes to sell or Except as otherwise transfer the Warrant, any portion thereof, and/or any number provided in this Section 12 and so long as at least twenty-five percent (25%) of the Shares it holds at such time Warrant remains outstanding, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Transfer InterestsOffered Securities") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder Company is required to first notify make an offer to Holder (the Company, by delivering to the Company a written notice ("Sale NoticeFirst Offer") in writing and in accordance with Section 15, stating 15 (the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale "Offer Notice"), to make an offer to purchase the Transfer Interests purchase, at a per share price to be proposed (the "Offer Price") and on terms chosen by the Company; provided that, in relation to a proposed sale percentage of each class or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt type of the Sale NoticeOffered Securities equal to (x) the number of Shares then held by Holder plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by Holder, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to make an offer to purchase as the Transfer Interest at a price to be proposed by the Company"Holder Share"). (ii) Subject to Section 11(c12(c) below, if either (x) the Company Holder does not deliver to the Holder Company written notice of an acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after Holder's receipt of the First Offer Notice, Holder shall be deemed to have waived its rights to purchase the Transfer Interests ("Purchase Notice") within Offered Securities, which are the appropriate offer period referenced in Section 11(a)(i) abovesubject of the First Offer, or (y) and the Holder has rejected the Company's offer, the Holder Company shall be entitled to issue and sell the Transfer Interests Offered Securities at a the Offer Price, or at such other price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder Company at any time during the period of nine (9) months following the date of delivery of the Sale Offer Notice by the Holder Company to the CompanyHolder, without the obligation to provide any further offers or notices to the CompanyHolder.

First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. (i) If the Holder proposes to sell or Except as otherwise transfer the Warrant, any portion thereof, and/or any number provided in this Section 12 and so long as at least twenty-five percent (25%) of the Shares it holds at such time Warrant remains outstanding and in IIT’s possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement“Offered Securities”), the Holder Company is required to first notify make an offer to IIT (the Company, by delivering to the Company a written notice ("Sale Notice"“First Offer”) in writing and in accordance with Section 15, stating 15 (the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale “Offer Notice”), to make an offer to purchase the Transfer Interests purchase, at a per share price to be proposed (the “Offer Price”) and on terms chosen by the Company; provided that, in relation to a proposed sale percentage of each class or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt type of the Sale NoticeOffered Securities equal to (x) the number of Shares then held by IIT plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IIT, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to make an offer to purchase as the Transfer Interest at a price to be proposed by the Company“IIT Share”). (ii) Subject to Section 11(c12(c) below, if either (x) the Company IIT does not deliver to the Holder Company written notice of an acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IIT’s receipt of the First Offer Notice, IIT shall be deemed to have waived its rights to purchase the Transfer Interests ("Purchase Notice") within Offered Securities, which are the appropriate offer period referenced in Section 11(a)(i) abovesubject of the First Offer, or (y) and the Holder has rejected the Company's offer, the Holder Company shall be entitled to issue and sell the Transfer Interests Offered Securities at a the Offer Price, or at such other price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder Company at any time during the period of nine (9) months following the date of delivery of the Sale Offer Notice by the Holder Company to the CompanyIIT, without the obligation to provide any further offers or notices to the CompanyIIT.

First Offer. (ia) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided SBC acknowledges and agrees that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trustevent it shall, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following beginning on the Adjustment Date and ending on the date of delivery termination of the Sale Notice by SBC Warburg EPI Agreement, desire, other than in connection with the Holder Initial Public Offering, to Sell Class B Shares acquired pursuant to this Agreement, SBC shall first offer to sell any such Class B Shares or Options in respect thereof to PSC for a price, including an amount equal to the Companyfair market value of any consideration not paid in cash, without and upon terms, specified in writing by SBC and delivered to PSC (each such offer, a "First Offer"), provided that SBC shall not be required to deliver a First Offer to PSC in respect of Class B Shares being Sold by SBC in any widely-disbursed offering or in any transaction that complies with Rule 144 (or any successor thereto) under the obligation Securities Act, or in respect of up to provide 200,000 Class B Shares which may be Sold to employees of SBC or its Affiliates. (b) fair market value of any further offers consideration not paid in cash, and upon the terms contained in such First Offer. The notice of acceptance by PSC shall specify a date for the closing of the purchase, which shall be not more than twenty (20) days after the date of such notice. At such closing, PSC will deliver the purchase price specified in Section 4.4(a) to SBC in immediately available funds against receipt by PSC from SBC of one (1) or notices more certificates representing the Class B Shares described herein or the cancellation of Options in respect thereof, which Class B Shares or Options in respect thereof shall be free of any Encumbrances attributable to any action taken by SBC or any of its Affiliates. (c) In the Companyevent PSC rejects or does not accept a First Offer within twenty (20) days of its receipt, SBC shall be entitled to offer the Class B Shares referred to in the First Offer to third parties for a price and upon other terms and conditions at least as favorable to SBC as those set forth in the First Offer. (d) If any third party shall accept an offer by SBC's complying with the requirements of Section 4.4(c), then PSC's right to purchase or otherwise acquire the Class B Shares subject to such offer or Options in respect thereof shall be terminated; provided that in the event such acceptance does not result in a sale or acquisition of such Class B Shares within three (3) months of the rejection or non-acceptance of the First Offer by PSC, then SBC shall not Sell such Class B Shares to any third party unless such Shares or Options in respect thereof are offered again to PSC as provided in Section 4.4(a). (e) The rights set forth in this Section 4.4 shall not be assignable by PSC except in whole and to a Wholly-Owned Subsidiary of PSC.