Common use of First Refusal Procedures Clause in Contracts

First Refusal Procedures. With respect to any election pursuant to paragraph (b) above: (i) Any such election by the Company shall be made by written notice (a “Company Buy Notice”) to the Selling Stockholder and the Restricted Rights Holders within 10 business days after receipt by the Company of the Restricted Sale Notice. Such Company Buy Notice shall state whether or not the Company is electing to purchase any Restricted Sale Securities, and if so, how many Restricted Sale Securities it will purchase. Thereafter, any such election by the Restricted Rights Holders shall be made by written notice (together with the Company Buy Notice, the “Buy Notice”) to the Company, the other Restricted Rights Holders and the Selling Stockholder within 10 business days (the “Option Period”) after receipt by the Restricted Rights Holders of the Company Buy Notice. Any Buy Notice from a Restricted Rights Holder who wishes to exercise such Restricted Rights Holder’s right of purchase as to more than the number of shares of Restricted Sale Securities set forth above shall state the maximum number of Restricted Sale Securities such Restricted Rights Holder wishes to purchase. Any available excess Restricted Sale Securities (that is, Restricted Sale Securities as to which the other Restricted Rights Holders shall not have exercised their rights of purchase) shall be allocated to the Restricted Rights Holder so indicating such Restricted Rights Holder’s desire to purchase such excess Restricted Sale Securities in proportion to such Restricted Rights Holder’s respective interests, up to the quantity of Restricted Sale Securities requested; and (ii) Notwithstanding anything to the contrary in the foregoing, the rights under paragraph (b) above may only be exercised if the Company and the Restricted Rights Holders elect to purchase all of the Restricted Sale Securities. If Buy Notices with respect to all of the Restricted Sale Securities shall have been received as aforesaid by the Selling Stockholder, such Selling Stockholder shall sell the Restricted Sale Securities to the Company, the Restricted Rights Holders or their nominees, as the case may be, at the price and on the terms stated in the Restricted Sale Notice. The closing of such sale of Restricted Sale Securities shall take place at the office of counsel for the Selling Stockholder no later than 60 business days following the expiration of the Option Period, or such other place and earlier date as may be agreed by all parties to the transaction. At such closing the Selling Stockholder shall deliver a certificate or certificates for the shares to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer stamps affixed, against receipt of the purchase price therefor.