Common use of Notice of Right of First Refusal Clause in Contracts

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty (30) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The date that the Notice of Right of First Refusal is received by the Corporation shall constitute the First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding In the -------------------------------- provisions of Section 4.1, and absent the right to make event that a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from (a party unrelated "Third Party Offer") for the purchase of all or a part of his or her Stock (or any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Shareholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Shareholder Secretary of the Corporation and to sellthe other Shareholders (the "Other Shareholders"). The notice must set forth the name of the proposed Transferee, assignthe number of shares to be transferred (the "Offered Stock"), transfer or otherwise dispose the price per share (the "Offer Price"), all details of the payment terms, and all other terms and conditions of the proposed Transfer. A Third Party Offer may not contain provisions related to any property other than the Stock owned by of the Offeror Shareholder, or any interest therein, and the Shareholder desires to accept such offer, Offer Price shall be expressed only in terms of cash contained in the proposed transfer. The Offeror Shareholder shall cause deliver such offer Notice of Right of First Refusal to be reduced the parties noted above immediately upon receiving such Third Party Offer, but in writing and the Shareholder shall, any event not less than thirty sixty (3060) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request Transfer. An offer for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares purchase of Stock proposed in which property other than cash is to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) exchanged for the shares of Stock to shall not be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at considered a price (the "valid Third Party Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalentshereunder. The last date that the Notice of Right of First Refusal is received by the Corporation Other Shareholders shall constitute the "First Refusal Notice Date." The Corporation shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Corporation to all Shareholders within five (5) days of the determination of such date. For purposes of this Section 3.01, a "Third Party Offer" to purchase part or all of a Shareholder's Stock shall mean a written offer to purchase such Stock from a person or entity unrelated to that Shareholder. Without limitation of the generality of the foregoing, a Third Party Offer does not include an offer where the Shareholder receiving such offer has an option or obligation to reacquire all or part of the Stock covered by such offer. Notwithstanding the foregoing provisions of this Section 3.01, if the proposed Transfer is entirely donative with no consideration to be received for the proposed Transfer, the Offer Price therefor shall be equal to $10.00.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.1, and absent the right to make (a) If a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder Member receives a bona fide written offer from any person, including any Member (a party unrelated “Third Party Offer”), for the purchase of all or a part of each class or series of Membership Interests then held by such Member which such Member desires to accept, such Member (the “Offeror Member”) shall provide written notice of such Third Party Offer (the “Notice of Right of First Refusal”) to the Shareholder to sell, assign, transfer or otherwise dispose Secretary of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty (30) Company at least 30 days prior to the date such proposed sale and, within five Business Days after receipt of the proposed saleNotice of Right of First Refusal by the Company, assignment, transfer or other disposition, deliver the Company shall provide a request for the Corporation's approval copy of the proposed transaction and a such Notice of Right of First Refusal to all Members (other than the Corporation containing Offeror Member). The notice must set forth the following information: name of the proposed transferee (i) the “Third Party”), the number and class of shares of Stock proposed Membership Interests to be so transferred sold to such proposed transferee (the "“Offered Stock"Units”); , the price per unit (ii) the “Offer Price”), all details of the payment terms and all other material terms and conditions of the proposed transferDisposition. A Third Party Offer must include an offer to acquire the same percentage of each class or series of Membership Interests then held by the Offeror Member. To the extent the Third Party Offer consists of consideration other than cash (or in addition to cash), including the identity Offer Price shall be equal to the amount of any such cash (in U.S. dollars), plus the fair market value of such non-cash consideration, and the Offer Price shall be expressed only in terms of (i) cash (in U.S. dollars), (ii) an unsecured promissory note (a “Note”) and/or (iii) Marketable Securities in an amount not in excess of 5% of the outstanding shares of such class of Marketable Securities and which may be immediately resold by the transferee thereof in a manner that would not reasonably be expected to have a material adverse effect on the marketability or liquidity of such Marketable Securities. A Third Party Offer may not contain provisions related to any property of the Offeror Member other than the Membership Interests held by the Offeror Member; provided, however, that the Company and any Member, as the case may be, shall always have the right to pay the consideration payable pursuant to this Section 8.4, Section 8.5 or Section 8.6 (regardless of the form of consideration paid by any other accepting offeree of the Third Party Offer) in the form of U.S. dollars. Any proposed Disposition not satisfying the terms of this Section 8.4 (e.g., a Third Party Offer in which not all of the proposed transferee(sconsideration is cash, a Note and/or Marketable Securities) and may not be made unless otherwise expressly permitted pursuant to the per share price to be charged (if any) for the shares provisions of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); andthis Article VIII other than this Section 8.4, Section 8.5 or Section 8.6. (iiib) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The earliest date that on which the Notice of Right of First Refusal is received by the Corporation Company shall constitute the First “Refusal Notice Date.” The Company shall be obligated to promptly determine the Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and a copy of the Notice of Right of First Refusal together with a letter indicating the Refusal Notice Date shall be promptly given by the Company to all applicable Members within five Business Days after the determination of the Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.13.1, and absent the right to make a transfer of Stock the Purchased Shares pursuant to Section 4.23.2, commencing on the third anniversary either of the Subscription Closing, the Shareholder Purchasers may also transfer all or a portion of his Stockthe Purchased Shares, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.33.3. Commencing If either of the Purchasers (the "Selling Purchaser") desires to sell Purchased Shares on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from market or to a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offerPurchaser in a "non-market" sale, the Shareholder Selling Purchaser shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty five (305) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a request for the Corporation's approval of the proposed transaction and a "Purchaser Notice of Right of First Refusal to the Corporation Refusal" containing the following information: (i) the number of shares of Stock Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock Purchased Shares to be transferred and the cash consideration to be received therefor (the "Purchaser Offered Terms"); and (iii) an affirmative offer made by the Shareholder Selling Purchaser to transfer the Offered Stock to the Other Purchaser and, after the Exclusive Option Period (as hereinafter defined), to the Corporation at a price (the "Purchaser Offer Price") equal to the total cash price in the proposed transfer for the Purchaser Offered Stock as indicated in the Purchaser Notice of Right of First Refusal (i.e.I.E., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of the Corporation, Other Purchaser all transfers permitted by this Section 4.3 3.3 must be solely for consideration consisting of cash or cash equivalents, and (y) the Purchase Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Purchaser Notice of Right of First Refusal. The date that the Purchaser Notice of Right of First Refusal is received by delivered to the Purchasers Representatives and the Corporation shall constitute the Purchaser First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.1, and absent the right to make (a) If a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all Management Unitholder or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder an Investor Unitholder receives a bona fide written offer from any Person, including any other Unitholder (a party unrelated “Third Party Offer”) for the purchase of all or a part of his or its Units (other than Profits Units and Unvested Management Units) that such Unitholder desires to accept, such Unitholder (the “Offeror Unitholder”) agrees to give written notice of such Third Party Offer (the “Notice of Right of First Refusal”) to the Shareholder to sellSecretary of the Company and, assign, transfer or otherwise dispose within five business days after receipt of Stock owned the Notice of Right of First Refusal by the ShareholderCompany, the Company will send a copy of the Notice of Right of First Refusal to the Investor Unitholders and the Management Unitholders (other than the Offeror Unitholder). The notice must set forth such Management Unitholder’s or Investor Unitholder’s intention to make a Disposition, the name and address of the proposed transferee (the “Third Party”), the number and class of Units to be sold (the “Offered Units”), the price per Unit (the “Offer Price”), all details of the payment terms and all other terms and conditions of the proposed Disposition, including that such Units must be sold free and clear of all liens and encumbrances (other than liens and encumbrances arising under this Agreement or applicable securities laws). A Third Party Offer may not contain provisions related to any interest thereinproperty of the Offeror Unitholder other than the Units (excluding Profits Units and Unvested Management Units) held by the Offeror Unitholder, and the Shareholder desires Offer Price shall be expressed only in terms of cash (in U.S. dollars). The Offer Price may differ in order to accept such offerreflect differences in the Preferred Return Amount and the Liquidation Preference with respect to the Convertible Preferred Units that are Offered Units and the Threshold Value with respect to the Series B Convertible Preferred Units, the Shareholder shall cause such offer to be reduced in writing Series C Convertible Preferred Units and the Shareholder shall, not Cl Units. The Offeror Unitholder shall deliver such Notice of Right of First Refusal to the Company no less than thirty (30) days prior to the date of the proposed saleDisposition. Any proposed Disposition not satisfying the terms of this Section 5.3 (e.g., assignment, transfer or other disposition, deliver a request for the Corporation's approval Third Party Offer in which not all of the proposed transaction and consideration is cash or a Notice of Right of First Refusal Third Party Offer to purchase Profits Units) may not be made unless otherwise expressly permitted pursuant to the Corporation containing the following information:provisions of this Article 5 other than Sections 5.3, 5.4 or 5.5. (ib) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The date that the Notice of Right of First Refusal is received by the Corporation Company shall constitute the “First Refusal Notice Date.” The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and a copy of the Notice of Right of First Refusal together with a letter indicating the First Refusal Notice Date shall be promptly given by the Company to all applicable Investor Unitholders within five (5) Business Days of the determination of the First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding to the -------------------------------- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary Secretary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty (30) Company at least 30 days prior to the date such proposed sale and, within five Business Days after receipt of the proposed saleNotice of Right of First Refusal by the Company, assignment, transfer or other disposition, deliver the Company shall provide a request for the Corporation's approval copy of the proposed transaction and a such Notice of Right of First Refusal to all Members (other than the Corporation containing Offeror Member). The notice must set forth the following information: name of the proposed transferee (i) the "Third Party"), the number and class of shares of Stock proposed Membership Interests to be so transferred sold to such proposed transferee (the "Offered StockUnits"); , the price per unit (ii) the "Offer Price"), all details of the payment terms and all other material terms and conditions of the proposed transferDisposition. A Third Party Offer must include an offer to acquire the same percentage of each class or series of Membership Interests then held by the Offeror Member. To the extent the Third Party Offer consists of consideration other than cash (or in addition to cash), including the identity Offer Price shall be equal to the amount of any such cash (in U.S. dollars), plus the fair market value of such non-cash consideration, and the Offer Price shall be expressed only in terms of (i) cash (in U.S. dollars), (ii) an unsecured promissory note (a "Note") and/or (iii) Marketable Securities in an amount not in excess of 5% of the outstanding shares of such class of Marketable Securities and which may be immediately resold by the transferee thereof in a manner that would not reasonably be expected to have a material adverse effect on the marketability or liquidity of such Marketable Securities. A Third Party Offer may not contain provisions related to any property of the Offeror Member other than the Membership Interests held by the Offeror Member; provided, however, that the Company and any Member, as the case may be, shall always have the right to pay the consideration payable pursuant to this Section 8.4, Section 8.5 or Section 8.6 (regardless of the form of consideration paid by any other accepting offeree of the Third Party Offer) in the form of U.S. dollars. Any proposed Disposition not satisfying the terms of this Section 8.4 (e.g., a Third Party Offer in which not all of the proposed transferee(sconsideration is cash, a Note and/or Marketable Securities) and the per share price to may not be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock unless otherwise expressly permitted pursuant to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice provisions of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Article VIII other than this Section 4.3 must be solely for consideration consisting of cash 8.4, Section 8.5 or cash equivalents. The date that the Notice of Right of First Refusal is received by the Corporation shall constitute the First Refusal Notice DateSection 8.6.

Notice of Right of First Refusal. Notwithstanding In the -------------------------------- provisions of Section 4.1, and absent the right to make event that a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from (a party unrelated "Third Party Offer") for the purchase of all or a part of his or its Common Stock (or any rights or interests therein) that such Shareholder desires to accept, such Shareholder (the "Offeror Shareholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Shareholder Secretary of the subject Company and to sellthe other Shareholders (the "Other Shareholders"). The notice must set forth the name of the proposed transferee (the "Third Party"), assignthe number of shares to be transferred (the "Offered Stock"), transfer or otherwise dispose the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any property other than the Common Stock owned by of the Offeror Shareholder, or any interest therein, and the Shareholder desires to accept such offer, Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Shareholder shall cause deliver such offer Notice of Right of First Refusal to be reduced the parties noted above immediately upon receiving such Third Party Offer, but in writing and the Shareholder shall, any event not less than thirty seventy (3070) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The last date that the Notice of Right of First Refusal is received by the Corporation Other Shareholders shall constitute the "First Refusal Notice Date." The subject Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by such Company to all Shareholders within five (5) days of the determination of such date. For purposes of this Section 3.3, a "Third Party Offer" to purchase part or all of a Shareholder's Common Stock shall mean a written offer to purchase such Common Stock from a person or entity unrelated to that Shareholder. Without limitation of the generality of the foregoing, a Third Party Offer does not include an offer where the Shareholder receiving such offer has an option or obligation to reacquire all or part of the Common Stock covered by such offer.

Notice of Right of First Refusal. Notwithstanding In the -------------------------------- provisions of Section 4.1event that an A Round Stockholder, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all an Investor Stockholder or a portion of his Stock, Management Stockholder (subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheldrestrictions in Section 3.1(g)) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide written offer from (a party unrelated "Third Party Offer") for the purchase of all or a part of his or its capital stock (or any rights or interests therein) of the Company that such A Round Stockholder, Investor Stockholder or Management Stockholder desires to accept, such A Round Stockholder, Investor Stockholder or Management Stockholder (the "Offeror Stockholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Shareholder to sellSecretary of the Company and, assign, transfer or otherwise dispose within five business days after receipt of Stock owned the Notice of Right of First Refusal by the ShareholderCompany, or the Company will send a copy of the Notice of Right of First Refusal to the other Stockholders (the "Other Stockholders") specified below in this Article III. The notice must set forth the name of the proposed transferee (the "Third Party"), the number and class of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any interest thereinproperty other than the capital stock of the Company held by the Offeror Stockholder, and the Shareholder desires Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Stockholder shall deliver such Notice of Right of First Refusal to accept the parties noted above promptly upon receiving such offerThird Party Offer, the Shareholder shall cause such offer to be reduced but in writing and the Shareholder shall, any event not less than thirty (30) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The last date that the Notice of Right of First Refusal is received by the Corporation applicable Other Stockholders shall constitute the "First Refusal Notice Date." The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Company to all applicable Other Stockholders within five (5) business days of the determination of such date.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.12.1, and absent the right to make a transfer of Stock pursuant to Section 4.22.2, commencing on the third anniversary of the Subscription Closing, the each Shareholder may also transfer all or a portion of his or her Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.32.3. Commencing If any Shareholder (the "Selling Shareholder") desires to sell Stock on the third anniversary of the Subscription Closing, if the Shareholder receives market in a bona fide offer from "broker's transaction" or to a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Selling Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Selling Shareholder shall, not less than thirty five (305) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to (x) the Corporation "Shareholders Representatives" (which shall mean ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, acting in such capacity, and/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the shares of Stock to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Selling Shareholder to transfer the Offered Stock to the Corporation Shareholders Representatives and the Purchasers at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e.I.E., the number of shares --- multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the CorporationPurchasers, all transfers permitted by this Section 4.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Notice of Right of First Refusal. The date that the Notice of Right of First Refusal is received by delivered to the Corporation Shareholders Representatives and the Purchasers shall constitute the First Refusal Notice Date.

Notice of Right of First Refusal. Notwithstanding In the -------------------------------- provisions of Section 4.1, and absent the right to make event that a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder Stockholder receives a bona fide offer from (a party unrelated "Third Party Offer") for the purchase of all or a part of his or its capital stock (or any rights or interests therein) that such Stockholder desires to accept, such Stockholder (the "Offeror Stockholder") agrees to give written notice of such Third Party Offer (the "Notice of Right of First Refusal") to the Shareholder Secretary of the Company and to sellthe other Stockholders (the "Other Stockholders"); provided, assignhowever, that no Management Stockholder or such Management Stockholder's Permitted Transferee may attempt to make a transfer or otherwise dispose Disposition of Stock owned by Shares of capital stock pursuant to this Section 3.3 at any time on or before the Shareholderearlier of (i) the fifth anniversary of the date of this Agreement, (ii) an Initial Public Offering or (iii) a Change of Control. The notice must set forth the name of the proposed transferee (the "Third Party"), the number and class of shares to be transferred (the "Offered Stock"), the price per share (the "Offer Price"), all details of the payment terms and all other terms and conditions of the proposed transfer. A Third Party Offer may not contain provisions related to any interest thereinproperty other than the capital stock of the Offeror Stockholder, and the Shareholder desires Offer Price shall be expressed only in terms of cash or credit terms contained in the proposed transfer. The Offeror Stockholder shall deliver such Notice of Right of First Refusal to accept the parties noted above immediately upon receiving such offerThird Party Offer, the Shareholder shall cause such offer to be reduced but in writing and the Shareholder shall, any event not less than thirty (30) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The last date that the Notice of Right of First Refusal is received by the Corporation Other Stockholders shall constitute the "First Refusal Notice Date." The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and such date shall be promptly communicated in writing by the Company to all Stockholders within five (5) days of the determination of such date. For purposes of this Section 3.3, a "Third Party Offer" to purchase part or all of a Stockholder's Common Stock shall mean a written offer to purchase such capital stock.

Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.12.1, and absent the right to make a transfer of Stock pursuant to Section 4.22.2, commencing on the third anniversary of the Subscription Closing, the each Shareholder may also transfer all or a portion of his or her Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.32.3. Commencing If any Shareholder (the "Selling Shareholder") desires to sell Stock on the third anniversary of the Subscription Closing, if the Shareholder receives market in a bona fide offer from "broker's transaction" or to a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Selling Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Selling Shareholder shall, not less than thirty five (305) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to (x) the Corporation "Shareholders Representatives" (which shall mean Christopher R. Pook and/or J▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ng in su▇▇ ▇▇▇▇▇▇▇▇, ▇nd/or their assigns, as applicable), and (y) each of the Purchasers, containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (), if any) for the shares of Stock to be transferred not a "market transaction" and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Selling Shareholder to transfer the Offered Stock to the Corporation Shareholders Representatives and the Purchasers at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e.I.E., the number of shares --- multiplied by the per share share-cash price, if any, to be charged received for the shares of Stock to be transferred), it being agreed that, (x) without the prior written approval of each of the CorporationPurchasers, all transfers permitted by this Section 4.3 2.3 must be solely for consideration consisting of cash or cash equivalentscash, and (y) the Offer Price for all broker's transactions shall be the weighted average sales price for the Common Stock on the date of delivery of the Notice of Right of First Refusal. The date that the Notice of Right of First Refusal is received by delivered to the Corporation Shareholders Representatives and the Purchasers shall constitute the First Refusal Notice Date.