Common use of First Offer Right Clause in Contracts

First Offer Right. If, at any time after the Closing, Acquisition Company or the Foundation (each a "Selling Holder") proposes to Transfer shares of Common Stock or Warrants to any Person other than the Company or a Wholly Owned Subsidiary (other than to a Permitted Transferee, or pursuant to the Common Put, the Call, a Tag-along Right, a Warrant Tag-along Right or a Special Foundation Transfer Without Consideration), then such Selling Holder will, not fewer than forty-five (45) days prior to making such Transfer, give notice (the "Transfer Notice") to the Company (and the Company shall promptly provide notice to the other Stockholders) specifying (i) the number of shares of Common Stock or Warrants proposed to be Transferred (the "Offered Securities"), and (ii) the price (the "Offered Price") and the other terms and conditions upon which such Selling Holder proposes to Transfer such Offered Securities. After receipt of a Transfer Notice by the other Stockholders, the Selling Holder shall in a timely manner provide any other Stockholder with any written information regarding the proposed Transfer as reasonably requested by such Stockholder.