Common use of First Refusal Clause in Contracts

First Refusal. At any time after the first occurrence of a Purchase Event and prior to the later of (a) the expiration of 24 months following the first purchase of shares of Common Stock upon exercise of the Option and (b) the termination of the right to exercise the Option pursuant to Section 3(c), if FirstMerit desires to sell, assign, transfer, or otherwise dispose of all or any of the shares of Common Stock or other securities purchased by it upon exercise of the Option, FirstMerit shall give CoBancorp written notice of the proposed transaction (an "Offeror's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by FirstMerit to CoBancorp, which may be accepted within 10 business days after receipt of such Offeror's Notice by CoBancorp, to sell such shares or other securities to CoBancorp on the same terms and conditions and at the same price as those set forth in the Offeror's Notice for the proposed transaction. The purchase of any such shares or other securities by CoBancorp shall be settled within 10 business days of the date of the acceptance of the offer by CoBancorp, and the purchase