Common use of Right of First Clause in Contracts

Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shall have the right to accept the Offer as to all or part of the Subject Shares offered thereby. In the event that a non-selling Investor shall elect to purchase all or part of the Subject Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to the Selling Investor, which communication shall be delivered by hand or mailed to such Selling Investor at the address set forth in Section 7 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Subject Shares covered thereby. In the event that the non-selling Investors do not purchase all of the Subject Shares offered by the Selling Investor pursuant to and within forty (40) days after the Offer, each such agreement to purchase the Subject Shares shall be deemed null and void, and such Subject Shares may be sold by such Selling Investor at any time within 90 days after the expiration of the Offer, but subject to the provisions of Section 3 below. Any such sale shall be at not less than the price and upon other terms and conditions, if any, not more favorable to the purchaser than those specified in the Offer. Any Subject Shares not sold within such 90-day period shall continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section. For purposes of this Section 2, a "Qualified Transferee" of an Investor shall mean any Person (i) who is an Investor, (ii) who is an "affiliated person" of an Investor, as that term is defined in the Investment Company Act of 1940, or (iii) who is a partner of an Investor.

Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata PRO RATA basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shall have the right to accept the Offer as to all or part of the Subject Shares offered thereby. In the event that a non-selling Investor shall elect to purchase all or part of the Subject Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to the Selling Investor, which communication shall be delivered by hand or mailed to such Selling Investor at the address set forth in Section 7 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Subject Shares covered thereby. In the event that the non-selling Investors do not purchase all of the Subject Shares offered by the Selling Investor pursuant to and within forty (40) days after the Offer, each such agreement to purchase the Subject Shares shall be deemed null and void, and such Subject Shares may be sold by such Selling Investor at any time within 90 days after the expiration of the Offer, but subject to the provisions of Section 3 below. Any such sale shall be at not less than the price and upon other terms and conditions, if any, not more favorable to the purchaser than those specified in the Offer. Any Subject Shares not sold within such 90-day period shall continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section. For purposes of this Section 2, a "Qualified Transferee" of an Investor shall mean any Person (i) who is an Investor, (ii) who is an "affiliated person" of an Investor, as that term is defined in the Investment Company Act of 1940, or (iii) who is a partner of an Investor.