Common use of First Offer Clause in Contracts

First Offer. If a Shareholder (the "Selling Shareholder") desires to transfer or receives an offer to sell any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, shall be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Investor (or its Permitted Transferees (as hereinafter defined)) holding at least two thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the Company may elect, by giving written notice of such election to the Selling Shareholder, to purchase all but not less than all of the Offered Stock.

First Offer. If a The transferring Shareholder shall first deliver to the Company and each Major Shareholder (the "Selling ShareholderOffered Shareholders") desires to transfer or receives a written notice (an offer to sell any or all of such "Offer Notice"), that shall (a) state the transferring Shareholder's intention to ------ Transfer Stock to one or more Persons in a bona fide, arm's length transaction, the amount and type of Stock to be Transferred (the "Offered Subject Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company, identifying the proposed transferee, the number of shares sought to be transferred, the proposed ------------- purchase price therefor (which shall be payable in cash) and a summary of the "Offered Price"), if applicable, the other material terms of the proposed transaction including Transfer and (b) offer the proposed transaction date Company and the Offered Shareholders the option to acquire all or a copy portion of any written offer or other writing setting forth such Subject Stock upon the terms and subject to the conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by as set forth in the Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, shall be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Investor (or its Permitted Transferees (as hereinafter defined)) holding at least two thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Offer Notice (the "First Offer"); provided that such Offer may ----- -------- provide that it must be accepted by the Company and Offered Shareholders (in the aggregate) on an all or nothing basis (an "All or Nothing Sale"). The Offer ------------------- shall remain open and irrevocable for the periods set forth below (and, to the extent the Offer is accepted during such periods, until the consummation of the sale contemplated by the Offer). The Company shall have the right and option, for a period of 30 days after delivery of the Offer Notice (the "Company Acceptance Period"), to accept all or any part of the Company may elect, Subject Stock at ------------------------- the cash purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by giving delivering a written notice of such election to the Selling Shareholder, to purchase all but not less than all transferring Shareholder and each of the Offered StockShareholders within the Company Acceptance Period.

First Offer. (a) If a Shareholder (at any time any of the "Selling Shareholder") desires Key Stockholders wishes to sell, assign, transfer or receives an offer to sell otherwise dispose of any or all of such ShareholderKey Stockholder's Stock Shares pursuant to the terms of a bona fide offer received from a third party, such Key Stockholder shall submit a written offer to sell such Shares to the Company on terms and conditions, including price, not less favorable to the Company than those on which such Key Stockholder proposes to sell such Shares to such third party (the "First Offer"). The First Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred (the "Offered StockShares"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the agreed terms of the proposed transaction including sale or transfer and any other material facts relating to the proposed transaction date and a copy of any written offer sale or other writing setting forth the terms and conditions transfer. Within fifteen (15) days after receipt of the proposed transaction. Such Transfer Notice First Offer, the Company shall constitute an irrevocable offer by give notice to the Selling Shareholder Key Stockholder of its intent to sell purchase all or any portion of the Offered Stock to the Company at the Offered Price and upon Shares on the same terms and conditions as set forth in the Selling Shareholder is willing First Offer. If the Company does not elect to purchase all of the Offered Shares, then there shall be no right to purchase shares pursuant to this Section 3(a). The Company shall act upon the First Offer as soon as practicable after receipt of the First Offer, and in any event within fifteen (15) days after receipt thereof. In the event that the Company shall elect to purchase all or part of the Offered Shares covered by the First Offer, the Company shall communicate in writing such election to purchase to whichever of the Key Stockholders has made the First Offer, which communication shall be delivered by hand or mailed to such Key Stockholder at the address set forth on Schedule II hereto and as described in Section 7 below and shall, when taken in conjunction with the First Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby. In the event that the Company does not purchase all of the Offered Shares offered by the Key Stockholder pursuant to and within thirty (30) days after the First Offer, the agreement to purchase the Offered Shares shall be deemed null and void. Notwithstanding the provisions of this subsection (a), the Key Stockholder proposing to sell the Offered Stock Shares shall have the discretion to allow the proposed transferee. To the extent the consideration proposed Company to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent buy a portion of such property, and the manner of determining the same, shall be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Investor (or its Permitted Transferees (as hereinafter defined)) holding at least two thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the Company may elect, by giving written notice of such election to the Selling Shareholder, to purchase all but not less than all of the Offered StockShares.

First Offer. Except for (i) Tag-Along Sales made in accordance with Section 2.4, (ii) Drag-Along 100% Sales made in accordance with Article III, or (iii) the ninety (90) day period immediately following the Effective Time (as defined in the Merger Agreement), no Financing Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Financing Party desires to Transfer all or any part of the Shares held by such Person (other than in accordance with Section 2.8.4) (a Shareholder "FINANCING SELLING PARTY"), then such Financing Selling Party shall deliver written notice of its desire to sell such Shares (a "NOTICE OF INTENTION"), accompanied by a copy of a proposal relating to such sale (the "SALE PROPOSAL"), to each of the Purchaser and the Company, setting forth such Financing Selling Shareholder") desires Party's desire to transfer or receives an offer make such sale, the number and class of Shares proposed to sell any or all of such Shareholder's Stock be transferred (the "Offered StockOFFERED SECURITIES"), the cash price at which such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Financing Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing Party proposes to sell the Offered Stock to the proposed transferee. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, shall be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Investor (or its Permitted Transferees (as hereinafter defined)) holding at least two thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Notice Securities (the "FIRST OFFER PRICE") and other terms applicable thereto. Upon receipt of the Notice of Intention, the Purchaser and the Company shall then have the right to purchase at the First Offer Period")Price and on the other terms specified in the Sale Proposal, the Company may electall, by giving written notice of such election to the Selling Shareholder, to purchase all but not less than all (unless the Financing Selling Party shall have consented to the purchase of less than all of such Offered Securities). The rights of the Purchaser and the Company pursuant to this Section 2.8.2 shall be exercisable by the delivery of notice to the Financing Selling Party (the "NOTICE OF EXERCISE"), within thirty (30) calendar days from the date of delivery of the Notice of Intention. If the Financing Selling Party receives more than one Notice of Exercise within such thirty (30) day period, the priority as among the Purchaser and the Company to match the First Offer Price and purchase such Shares shall be, FIRST, the Purchaser and, SECOND, the Company. The Notice of Exercise shall state that the Purchaser or the 15 Company, as the case may be, is willing to purchase the Offered Securities on the terms specified in the Sale Proposal. A copy of such Notice of Exercise shall also be delivered by the Purchaser or the Company, as the case may be, to each of the Purchaser or the Company, as the case may be. The rights of the Purchaser and the Company pursuant to this Section 2.8.2 shall terminate if unexercised thirty (30) calendar days after the date of delivery of the Notice of Intention. In the event that the Purchaser or the Company exercise their rights to purchase all (unless the Financing Selling Party shall have consented to the purchase of less than all) of the Offered StockSecurities in accordance with this Section 2.8.2, then the Selling Financing Party must sell the Offered Securities to the Purchaser and/or the Company, as the case may be, within thirty (30) calendar days from the date of delivery of the Notice of Exercise received by the Selling Financing Party, on such date as shall be determined by the Financing Selling Party by written notice thereof. If all notices required pursuant to this Section 2.8.2 have been duly given and the Purchaser and the Company do not exercise their respective options to purchase the Offered Securities at the First Offer Price, then the Financing Selling Party shall have the right, subject to compliance by the Financing Selling Party with the provisions of Section 2.3 hereof, for a period of ninety (90) calendar days from the earlier of (i) the expiration of the option period pursuant to this Section 2.8.2 with respect to such Sale Proposal or (ii) the date on which such Financing Selling Party receives notice from the Purchaser or the Company that they will not exercise all of the option granted pursuant to this Section 2.8.2, to sell to any third party all, but not less than all, of the Offered Securities remaining unsold at a price of not less than the First Offer Price and on terms not less favorable to the Financing Selling Party than, the other terms specified in the Sale Proposal. Notwithstanding the foregoing, in the event that the Financing Selling Party desires to Transfer Senior Subordinated Notes of the Company due 2010 ("Notes") or Warrants together with the Offered Securities, such Notes and/or Warrants shall constitute "Offered Securities" for purposes of this Section 2.8.2. In such event, neither the Purchaser nor the Company may exercise their respective option to purchase any of the Shares or Warrants constituting Offered Securities unless all of the Notes and Warrants included in the Offered Securities are purchased as well.

First Offer. If a Shareholder (the "Selling Shareholder") desires to transfer or receives an offer to sell any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the CompanyCompany and the other Shareholders, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Company other Shareholders at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee. To ; provided, however, that without the extent prior written consent of the consideration proposed other Shareholders (which consent shall not be unreasonably withheld), all transfers pursuant to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, this Article I shall be stated in such Transfer Noticesolely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Investor Shareholders (or its their Permitted Transferees (as hereinafter defineddefined in Section 1.6 below)) holding at least two two-thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined))Common Stock of the Company. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the Company other Shareholders may elect, by giving written notice of such election to the Selling ShareholderShareholder and the Company, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.

First Offer. If a Shareholder (the "“Selling Shareholder") desires to transfer or receives an offer to sell any or all of such Shareholder's Stock (the "“Offered Stock"), such Shareholder shall first give written notice (a "“Transfer Notice") thereof to the CompanyCorporation, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Company Corporation at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee. To ; provided, however, that without the extent prior written consent of the consideration proposed Corporation (which consent shall not be unreasonably withheld), all transfers pursuant to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, this Article I shall be stated in such Transfer Noticesolely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company Corporation and the Investor Investors (or its their Permitted Transferees (as hereinafter defined)Transferees) holding at least two thirds of the Preferred Shares (including all Conversion Shares (as hereinafter defined))Shares. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the Company Corporation may elect, by giving written notice of such election to the Selling Shareholder, Shareholder to purchase all but not less than all of the Offered Stock. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.