Common use of Expression of Interest Clause in Contracts

Expression of Interest. Each such Purchaser shall, on or before 5:00 p.m. (Boston time) on the immediately succeeding business day after receipt of the Solicitation of Interest (the "Expression of Interest Deadline"), by facsimile transmission to the Company and its counsel, notify the Company of its desire (an "expression of interest") in receiving an offer to purchase (i) all or part of its Proportionate Share (specifying, if less than its Proportionate Share, the number of shares it desires to receive an offer to purchase) and (ii) a number of shares, if any, in excess of such Purchaser's Proportionate Share that it desires to receive an offer to purchase (the "Excess Shares"), subject in each case to the limitations set forth in this Section 5.07. A Purchaser shall be deemed to have waived its right to receive an offer to purchase any of the shares in such Qualified Public Offering if the Company does not receive the Purchaser's expression of interest as aforesaid by the Expression of Interest Deadline. The Company may, during the 60-day period after expiration of the Expression of Interest Deadline, either solicit expression of interests from any person or persons with respect to that portion of such Class B Common Stock for which the such Purchasers have not made an expression of interest or determine not to offer or sell such portion, in whole or in part; PROVIDED, HOWEVER, if the Company does not consummate the sale of the Shares in such Qualified Public Offering within 60 days of the Solicitation of Interest, the right provided hereunder shall be deemed revived as to all Purchasers holding Series C Preferred. If any Purchaser expresses an interest in receiving an offer to purchase a number of shares that is less than its Proportionate Share (or is deemed to waive its right to receive an offer to purchase its Proportionate Share in such Qualified Public Offering), each IPO Purchaser requesting Excess Shares, if any, shall be entitled to receive an offer from the Company for that number of additional shares equal to the lesser of (A) the number of Excess Shares with respect to which such IPO Purchaser expressed an interest and (B) such IPO Purchaser's allocable portion of all Excess Shares based on the respective equity ownership in the Company (determined as of the date immediately prior to the effective date of the registration statement covering such Qualified Public Offering on a fully diluted basis assuming, among other things, the shares reserved for issuance upon the exercise of options have been issued) by all IPO Purchasers who expressed an interest in receiving an offer to purchase Excess Shares.

Expression of Interest. Each such Purchaser shall, on or before 5:00 p.m. (Boston time) on the immediately succeeding business day after receipt of the Solicitation of Interest (the "Expression of Interest Deadline"), by facsimile transmission to the Company and its counsel, notify the Company of its desire (an "expression of interest") in receiving an offer to purchase (i) all or part of its Proportionate Share (specifying, if less than its Proportionate Share, the number of shares it desires to receive an offer to purchase) and (ii) a number of shares, if any, in excess of such Purchaser's Proportionate Share that it desires to receive an offer to purchase (the "Excess Shares"), subject in each case to the limitations set forth in this Section 5.07. A Purchaser shall be deemed to have waived its right to receive an offer to purchase any of the shares in such Qualified Public Offering if the Company does not receive the Purchaser's expression of interest as aforesaid by the Expression of Interest Deadline. The Company may, during the 60-day period after expiration of the Expression of Interest Deadline, either solicit expression of interests from any person or persons with respect to that portion of such Class B Common Stock for which the such Purchasers have not made an expression of interest or determine not to offer or sell such portion, in whole or in part; PROVIDED, HOWEVER, if the Company does not consummate the sale of the Shares in such Qualified Public Offering within 60 days of the Solicitation of Interest, the right provided hereunder shall be deemed revived as to all Purchasers holding Series C Preferred. If any Purchaser expresses an interest in receiving an offer to purchase a number of shares that is less than its Proportionate Share (or is deemed to waive its right to receive an offer to purchase its Proportionate Share in such Qualified Public Offering), each IPO Purchaser requesting Excess Shares, if any, shall be entitled to receive an offer from the Company for that number of additional shares equal to the lesser of (A) the number of Excess Shares with respect to which such IPO Purchaser expressed an interest and (B) such IPO Purchaser's allocable portion of all Excess Shares based on the respective equity ownership in the Company (determined as of the date immediately prior to the effective date of the registration statement covering such Qualified Public Offering on a fully diluted basis assuming, among other things, the shares reserved for issuance upon the exercise of options and warrants have been issued) by all IPO Purchasers who expressed an interest in receiving an offer to purchase Excess Shares.

Expression of Interest. Each such Purchaser shall, on or before ---------------------- 5:00 p.m. (Boston time) on the immediately succeeding business day after receipt of the Solicitation of Interest (the "Expression of Interest Deadline"), by facsimile transmission to the Company and Amended & Restated Investor Rights Agreement its counsel, notify the Company of its desire (an "expression of interest") in receiving an offer to purchase (i) all or part of its Proportionate Share (specifying, if less than its Proportionate Share, the number of shares it desires to receive an offer to purchase) and (ii) a number of shares, if any, in excess of such Purchaser's Proportionate Share that it desires to receive an offer to purchase (the "Excess Shares"), subject in each case to the limitations set forth in this Section 5.073.2. A Purchaser shall be deemed to have waived its right to receive an offer to purchase any of the shares in such Qualified the Initial Public Offering if the Company does not receive the Purchaser's expression of interest as aforesaid by the Expression of Interest Deadline. The Company may, during the 60-day period after expiration of the Expression of Interest Deadline, either solicit expression of interests from any person or persons with respect to that portion of such Class B Common Stock for which the such Purchasers have not made an expression of interest or determine not to offer or sell such portion, in whole or in part; PROVIDEDprovided, HOWEVERhowever, if the Company does not consummate the sale of -------- ------- the IPO Shares in such Qualified the Initial Public Offering within 60 days of the Solicitation of Interest, the right provided hereunder shall be deemed revived as to all Purchasers holding Series C PreferredShares. If any Purchaser expresses an interest in receiving an offer to purchase a number of shares that is less than its Proportionate Share (or is deemed to waive its right to receive an offer to purchase its Proportionate Share in such Qualified the Initial Public Offering), each IPO Purchaser requesting Excess Shares, if any, shall be entitled to receive an offer from the Company for that number of additional shares equal to the lesser of (A) the number of Excess Shares with respect to which such IPO Purchaser expressed an interest and (B) such IPO Purchaser's allocable portion of all Excess Shares based on the respective equity ownership in the Company (determined as number of the date immediately prior Excess Shares requested to the effective date of the registration statement covering such Qualified Public Offering on a fully diluted basis assuming, among other things, the shares reserved for issuance upon the exercise of options have been issued) be purchased by all each IPO Purchasers who expressed an interest in receiving an offer to purchase Excess SharesPurchaser.