Common use of First Refusal Right Clause in Contracts

First Refusal Right. Except for permitted transfers in accordance with Section 2.5, no Transfers may be made by an Existing Stockholder unless they are in compliance with the provisions of Section 2 and this Section 3. Following compliance with Section 2 and after receipt of the requested consents required thereby (or a waiver thereof), an Existing Stockholder desiring to Transfer Securities (a "Selling Stockholder") shall first deliver written notice to the Funds (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered Securities"); (ii) the proposed purchase price (which may consist only of cash) for the Offered Securities (the "Offer Price"); (iii) the identity of the proposed purchaser or purchasers (the "Purchaser"); and (iv) all other terms and conditions of the offer. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Funds and/or their assignees the Offered Securities at the Offer Price for cash as specified in the Notice of Offer under the same terms and conditions (or other terms and conditions no less favorable to the Selling Stockholder) contained in the Notice of Offer. The Funds may assign, in whole or in part, their right of first refusal.

First Refusal Right. Except for permitted transfers If any Holder desires to Transfer any Executive Securities other than in accordance with Section 2.5, no Transfers may be made by an Existing Stockholder unless they are in compliance with the provisions of Section 2 and this Section 3. Following compliance with Section 2 and after receipt of the requested consents required thereby (Exempt Transaction or a waiver thereoftransaction pursuant to Section 6(c), an Existing Stockholder desiring to Transfer Securities such Holder (a the "Selling StockholderTRANSFERRING HOLDER") shall first deliver a written notice to the Funds (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered SecuritiesOFFER NOTICE"); (ii) to the proposed purchase price (which may consist only of cash) for the Offered Securities (the "Company and CHS. The Offer Price"); (iii) Notice shall disclose in reasonable detail the identity of the proposed purchaser or purchasers (transferee(s) including, without limitation, all parties holding controlling interests in such proposed transferee), the "Purchaser"); proposed number, amount and (iv) all other type of Executive Securities to be transferred and the proposed terms and conditions of the offerTransfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The Notice of Offer shall constitute an irrevocable offer delivery by the Selling Stockholder to sell to the Funds and/or their assignees the Offered Securities at Transferring Holder of the Offer Price for cash as Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice of Offer under at the same price and on the terms and conditions specified therein (or other terms and conditions no less favorable provided, however, that any promissory note given by the Company pursuant to the Selling Stockholderterms of this Section 6 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions) contained by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "COMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of Offersuch election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all (but not less than all) of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. The Funds purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may assignreasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice. Notwithstanding anything to the contrary herein contained, in whole or in partif the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, their right then the Company and CHS shall be deemed to have elected not to purchase any of first refusalthe Executive Securities offered by the Transferring Holder pursuant to this Section 6.

First Refusal Right. Except for permitted transfers Permitted Dispositions and Dispositions in accordance compliance with Section 2.54 or 5, no Transfers Dispositions may be made by an Existing Stockholder a Restricted Holder unless they are it is in compliance with the provisions of Section 2 and this Section 3. Following compliance with Section 2 and after receipt of the requested consents required thereby (or a waiver thereof), an Existing Stockholder A Restricted Holder desiring to Transfer Dispose of any Securities held by it (a "Selling StockholderDisposing Restricted Holder") shall first deliver written notice to each of the Funds Company and the Cherokee Investor Entities (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder Disposing Restricted Holder which such Selling Stockholder wishes Disposing Restricted Holder desires to sell (the "Offered Securities"); (ii) the proposed purchase price (which may consist only include cash, cash equivalents or promissory notes (in which case the Notice of cashOffer shall include the terms of any promissory note)) for the Offered Securities (the "Offer Price"); (iii) the identity of the proposed purchaser or purchasers (the "Purchaser"); and (iv) all other material terms and conditions of the offer. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder Disposing Restricted Holder to sell to the Funds and/or their assignees Company, and, if the Company rejects such offer as provided in Section 3.2 below, to sell to the Cherokee Investor Entities, the Offered Securities at the Offer Price for cash and/or a promissory note as specified in the Notice of Offer under the same terms and conditions (or other terms and conditions no not less favorable to the Selling Stockholder) Disposing Restricted Holder than those contained in the Notice of Offer. The Funds may assign, in whole or in part, their right of first refusal.