Common use of Option of the Preferred Shareholders Clause in Contracts

Option of the Preferred Shareholders. (i) Each Preferred Shareholder shall have an option for a period of twenty (20) days from receipt of the Transfer Notice (the “Preferred Shareholders’ First Refusal Period”) to elect to purchase the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice (the “Preferred Shareholders’ Right of First Refusal”). Each Preferred Shareholder may exercise the Preferred Shareholders’ Right of First Refusal and purchase all or any portion of the Offered Shares by notifying the Selling Shareholder, the Company and each other Non-Selling Preferred Shareholder in writing (the “Preferred Shareholders’ First Refusal Notice”) before expiration of Preferred Shareholders’ First Refusal Period as to the number of Offered Shares that it wishes to purchase. The Preferred Shareholders’ First Refusal Notice shall set forth the number of Offered Shares that such Preferred Shareholder wishes to purchase, which amount shall not exceed the First Refusal Allotment (as defined below) of such Preferred Shareholder. (ii) In the event any Preferred Shareholder elects not to purchase its First Refusal Allotment of the Offered Shares available under Section 4.2(a)(i) within the Preferred Shareholders’ First Refusal Period, then the Selling Shareholder shall promptly give written notice (the “Preferred Shareholders’ Overallotment Notice”) to each Preferred Shareholder that has elected to purchase all of its First Refusal Allotment of the Offered Shares (each a “Fully Participating Preferred Shareholder”), which notice shall set forth the number of remaining Offered Shares not purchased by the other Preferred Shareholders (“Preferred Shareholders’ Overallotment Shares”), and shall offer the Fully Participating Preferred Shareholders the right to acquire its First Refusal Allotment of the Preferred Shareholders’ Overallotment Shares. Each Fully Participating Preferred Shareholder shall have ten (10) days after delivery of the Preferred Shareholders’ Overallotment Notice (the “Preferred Shareholders’ Overallotment Period”) to deliver a written notice to the Selling Shareholder (the “Participating Preferred Shareholders’ Overallotment Notice”) of its election to purchase its First Refusal Allotment of the Preferred Shareholders’ Overallotment Shares on the same terms and conditions as set forth in the Transfer Notice, which such Participating Preferred Shareholders’ Overallotment Notice shall also indicate the maximum number of the Preferred Shareholders’ Overallotment Shares that such Fully Participating Preferred Shareholder will purchase in the event that any other Fully Participating Preferred Shareholder elects not to purchase its First Refusal Allotment of the Preferred Shareholders’ Overallotment Shares.