Common use of Notice of Intent to Sell Clause in Contracts

Notice of Intent to Sell. Before there can be a valid Transfer of any vested Restricted Shares (or any interest in therein) by the Participant, the Participant shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 14, of his or her intention to Transfer such vested Restricted Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Shares to be sold or transferred to the transferee, the price per vested Restricted Share and the terms upon which the Participant intends to make such Transfer. If the payment terms for the vested Restricted Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Notice. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 14). If the Participant again proposes to Transfer the vested Restricted Shares, the Participant shall again offer such vested Restricted Shares to the Company pursuant to the terms of this Section 9 prior to any Transfer.

Notice of Intent to Sell. Before there can be a valid Transfer of any vested Restricted Class A Ordinary Shares (or any interest in thereinthe Shares) by the Participant, the Participant shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 1416, of his or her intention to Transfer such vested Restricted Class A Ordinary Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Class A Ordinary Shares to be sold or transferred to the transferee, the price per vested Restricted Class A Ordinary Share and the terms upon which the Participant intends to make such Transfer. If the payment terms for the vested Restricted Class A Ordinary Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Class A Ordinary Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Notice. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant he or she shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Class A Ordinary Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 1416). If the Participant again proposes to Transfer the vested Restricted Class A Ordinary Shares, the Participant shall again offer such vested Restricted Class A Ordinary Shares to the Company pursuant to the terms of this Section 9 11 prior to any Transfer.

Notice of Intent to Sell. Before there can be a valid Transfer of The Company may notify the Holder that ------------------------ the Company will refuse to permit the Holder to resell any vested Restricted Shares Registrable Securities pursuant to the registration statement for an initial period not to exceed thirty (or any interest 30) days; provided, however, that in therein) by the Participantorder to exercise this right, the Participant shall first give notice Company must deliver a certificate in writing to the Company, mailed or delivered Holder to the effect that a delay in accordance with such sale is necessary because a sale pursuant to such registration statement in its then-current form would not be in the notice provisions of Section 14, of his or her intention to Transfer such vested Restricted Shares (the “Option Notice”). The Option Notice shall specify the identity best interests of the proposed transferee, Company and its shareholders due to disclosure obligations of the number of vested Restricted Shares to be sold or transferred to the transferee, the price per vested Restricted Share and the terms upon which the Participant intends to make Company. In such Transfer. If the payment terms for the vested Restricted Shares described in the Option Notice differ from delivery of cash or a check at closingevent, the Company shall have use its best efforts to amend the optionregistration statement, if necessary, and to take all other actions reasonably necessary to allow such sale, and shall notify the Holder promptly after it has determined that such sale has become permissible. Notwithstanding the foregoing, the Company shall not be entitled to exercise its right to refuse to permit a sale by any particular Holder whether pursuant to this Section 5(H) or Section 5(D)(v) more than three (3) times in any calendar year or for more than an aggregate of ninety (90) days in any calendar year (in addition, no single suspension shall be for more than two (2) consecutive thirty (30) day periods in any calendar year); provided, however, that no particular Holder will be refused permission to sell under this Section 5(H) or Section 5(D)(v) at the same time that another Holder is permitted to sell under the registration statement. Each Holder hereby covenants and agrees that it will not sell any Registrable Securities pursuant to the registration statement during the periods the registration statement is withdrawn as set forth herein, of purchasing the vested Restricted Shares for cash (or a cash equivalent) at closing in an amount this Section 5(H). The period during which the Company determines is a fair value equivalent of the payment method set forth in the Option Notice. The determination of a fair value equivalent required to keep any registration statement filed pursuant to Section 5(B) effective shall be made in extended for the Company’s best judgment amount of time required to amend such registration statement and deliver such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 14). If the Participant again proposes to Transfer the vested Restricted Shares, the Participant shall again offer such vested Restricted Shares to the Company pursuant to the terms of this Section 9 prior to any Transferprospectus relating thereto.

Notice of Intent to Sell. Before there can be a valid Transfer sale or transfer of any vested Restricted Shares (or any interest in thereinthem) by the Participantany holder thereof, the Participant holder shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 1411, of his or her intention to Transfer sell or transfer such vested Restricted Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Shares to be sold or transferred to the transferee, the price per vested Restricted Share and the terms upon which the Participant such holder intends to make such Transfersale or transfer. If the payment terms for the vested Restricted Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Noticenot less than Fair Market Value. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination Fair Market Value shall be mailed or delivered to the Participant selling or transferring shareholder (the “Company’s Notice”) within ten (10) days of the Company’s its receipt of the Option Notice. Should the Participant selling or transferring shareholder disagree with the Company’s determination of a fair value equivalentsuch Fair Market Value, the Participant he or she shall have the right (the “Retraction Right”) to retract the proposed Transfer sale or transfer to a third party and the offer of vested Restricted Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 1411). If the Participant shareholder again proposes to Transfer sell or transfer the vested Restricted Shares, the Participant shareholder shall again offer such vested Restricted Shares to the Company pursuant to the terms of this Section 9 prior to any Transfersale or transfer.

Notice of Intent to Sell. Before there can Landlord shall notify Tenant of Landlord’s intent to sell the Project, which notice shall include the purchase price and other terms upon which Landlord is willing to sell the Project (“Notice of Intent to Sell”). If Tenant wishes to purchase the Premises upon the terms and conditions set forth in the Notice of Intent to Sell, then within 10 days after Tenant’s receipt of the Notice of Intent to Sell Tenant shall give Landlord written notice (“Offer Exercise Notice”) of its election to exercise its right to purchase the Project. Failure of Tenant to respond within such 10 day period shall be deemed an election not to exercise Tenant’s right to purchase granted herein; provided, however, that Tenant agrees to confirm promptly such deemed waiver by executing a valid Transfer written waiver. For a period of 15 days after the date of Landlord’s receipt of the Offer Exercise Notice, Landlord and Tenant shall negotiate in good faith for Tenant’s purchase of the Project on the terms and conditions set forth in the Notice of Intent to Sell or on such other terms and conditions as may be acceptable to Landlord and Tenant. If Landlord and Tenant are unable to reach agreement and enter into a mutually agreeable term sheet within such 15 day time period, Landlord shall have the right to sell the Premises to whomever it desires; provided, however, that (i) the purchase price to be paid by the prospective purchaser shall not be less than 95% of the purchase price set forth in the Notice of Intent to Sell, and (ii) the other terms and conditions offered to the prospective purchaser shall be substantially the same as those set forth in the Notice of Intent to Sell. For purposes of this Section 41 and Section 42 (Right of First Refusal), such terms and conditions shall consist solely of the allocation of any vested Restricted Shares applicable recordation and transfer taxes, the amount of any exxxxxx money deposit, the duration of any due diligence inspection period, the determination of the closing date, and, if specified, the survival period for any representations and warranties. If (y) the proposed purchase price on the sale of the Project to the prospective purchaser is less than 95% of the purchase price set forth in the Notice of Intent to Sell or any interest if the other terms and conditions offered to the prospective purchaser are not substantially the same as those set forth in thereinthe Notice of Intent to Sell, or (z) the closing under the purchase and sale agreement with the prospective purchaser does not occur by the Participantfirst anniversary of the Notice of Intent to Sell, Landlord shall be required to give Tenant another Notice of Intent to Sell specifying the Participant shall first give notice in writing proposed terms of sale and affording Tenant the opportunity, once again, to elect to purchase the CompanyProject on the terms so specified, mailed or delivered in accordance with the notice provisions of Section 14, of his or her intention to Transfer such vested Restricted Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Shares to be sold or transferred to the transferee, the price per vested Restricted Share and the terms upon which the Participant intends to make such Transfer. If the payment terms for the vested Restricted Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Notice. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 14). If the Participant again proposes to Transfer the vested Restricted Shares, the Participant shall again offer such vested Restricted Shares to the Company pursuant to the terms of this Section 9 prior to any Transferhereof.

Notice of Intent to Sell. Before there can be a valid Transfer sale or transfer of any vested Restricted Ordinary Shares (or any interest in thereinthem) by the Participantany holder thereof, the Participant holder shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 1412, of his or her intention to Transfer sell or transfer such vested Restricted Ordinary Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Ordinary Shares to be sold or transferred to the transferee, the price per vested Restricted Ordinary Share and the terms upon which the Participant such holder intends to make such Transfersale or transfer. If the payment terms for the vested Restricted Ordinary Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Ordinary Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Noticethat payment. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant selling or transferring shareholder (the “Company’s Notice”) within ten (10) days of the Company’s its receipt of the Option Notice. Should the Participant selling or transferring shareholder disagree with the Company’s determination of a fair value equivalent, the Participant he or she shall have the right (the “Retraction Right”) to retract the proposed Transfer sale or transfer to a third party and the offer of vested Restricted Ordinary Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 1412). If the Participant shareholder again proposes to Transfer sell or transfer the vested Restricted Ordinary Shares, the Participant shareholder shall again offer such vested Restricted Ordinary Shares to the Company pursuant to the terms of this Section 9 prior to any Transfersale or transfer.

Notice of Intent to Sell. Before there can be a valid Transfer of any vested Restricted Class A Ordinary Shares (or any interest in therein) by the Participant, the Participant shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 1416, of his or her intention to Transfer such vested Restricted Class A Ordinary Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Class A Ordinary Shares to be sold or transferred to the transferee, the price per vested Restricted Class A Ordinary Share and the terms upon which the Participant such holder intends to make such Transfer. If the payment terms for the vested Restricted Class A Ordinary Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Class A Ordinary Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth described in the Option Notice. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant he or she shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Class A Ordinary Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 1416). If the Participant again proposes to Transfer the vested Restricted Class A Ordinary Shares, the Participant shall again offer such vested Restricted Class A Ordinary Shares to the Company pursuant to the terms of this Section 9 11 prior to any Transfer.