FIRST OFFER RIGHT OF THE COMPANY. (1) At least 45 days prior to making any Transfer of any Stockholder Shares (other than a Public Sale), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to an independent committee established by the Board (a "Committee") and the Other Stockholder(s). The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known).
Appears in 3 contracts
Samples: Stockholders Agreement (Ginsburg Harold), Stockholders Agreement (Western Resources Inc /Ks), Stockholders Agreement (Guardian International Inc)
FIRST OFFER RIGHT OF THE COMPANY. (1) At least 45 days prior to making any Transfer of any Stockholder Shares (other than a Public Sale), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to an independent committee established by the Board (a "Committee") and the Other Stockholder(s). The Offer Notice shall disclose in reasonable detail the 8 proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known).
Appears in 1 contract
Samples: Stockholders Agreement (Protection One Alarm Monitoring Inc)
FIRST OFFER RIGHT OF THE COMPANY. (1) At least 45 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Bona Fide Public Sale) (the "Election Period"), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to an independent a committee established by of the Board comprised of at least two Independent Directors (a the "Committee") and the Other Stockholder(s)Stockholders. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known).
Appears in 1 contract
Samples: Stockholders Agreement (Guardian International Inc)