Common use of First Offer Notice Clause in Contracts

First Offer Notice. If a Shareholder (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants other than (i) to a Related Transferee, (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder, such Selling Shareholder shall, prior to soliciting a BONA fide written offer from an independent third-party (the "Third-Party Offer"), deliver a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants proposed to be sold ("Offered Securities") to the remaining Shareholders (the "Offeree Shareholders") or to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.

First Offer Notice. If any GEI Investor or any Permitted Transferee of a Shareholder GEI Investor (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants Covered Shares other than (i) to a Related Transferee, Transferee or (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder), such Selling Shareholder shall, prior to soliciting a BONA bona fide written offer from an independent third-party (the "Third-Party Offer"), deliver to each Class D Shareholder and the Company a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants Covered Shares proposed to be sold (the "Offered SecuritiesShares") to the remaining Shareholders (Investcorp Investors, and, under the "Offeree Shareholders") or circumstances set forth herein, to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and Shares, (ii) the purchase price per share and other (iii) the material terms on which and the material conditions subject to which the Offered Securities Shares are offered.

First Offer Notice. If a Shareholder (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants other than (i) to a Related Transferee, (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder, such Selling Shareholder shall, prior to soliciting a BONA fide FIDE written offer from an independent third-party (the "Third-Party Offer"), deliver to each remaining Shareholder (collectively, the "Offeree Shareholders") and the Company a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants proposed to be sold ("Offered Securities") to the remaining Shareholders (the "Offeree Shareholders") or , and, under the circumstances set forth herein, to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.