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 the provisions -------------------------------- of Section 4.13.1, and absent the right to make a transfer of Shareholder 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 Closing3.2, if any Shareholder other than the Shareholder Telmex Investor (the "Selling Shareholder") receives a bona fide offer from a party unrelated to the Selling Shareholder to sellpurchase, assign, transfer or otherwise dispose of Shareholder Stock owned by the such Selling Shareholder, or any interest therein, and the Selling Shareholder desires to accept such offer, the Selling Shareholder shall cause such offer to be reduced in writing and the Selling Shareholder shall, not less than thirty (30) 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 and the Shareholders other than the Selling Shareholder containing the following information: (i) the number of shares of Shareholder 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 Shareholder Stock to be transferred and the cash type and nature of the 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 at a price (the "Offer Price") equal to the total cash price plus the fair market value of any consideration other than cash offered 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 Offered 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 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 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 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 Chri▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇/or Jim ▇▇▇▇▇▇▇▇▇▇, ▇▇ting 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., 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.