Common use of Notice of Offer Clause in Contracts

Notice of Offer. Subject to Sections 2.2(c) and 2.2(d), if at any time that the JWC Holders are entitled to, and determine to, exercise their rights under Section 2.4 hereof and a JWC Holder (the "ROFO OFFERING HOLDER") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Transfer Securities, from any Third Party, other than from a Permitted Transferee (such Third Party, the "ROFO OFFEROR"), and such ROFO Offering Holder wishes to accept such offer (the "ROFO TRANSFER OFFER"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and provide it along with the ROFO Transfer Notice, to the Company and each of the Institutional Holders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer Securities, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities to the Institutional Holders within fifteen (15) Business Days of receipt by the Institutional Holders of the ROFO Transfer Notice (the "ROFO OFFER PERIOD"). During the ROFO Offer Period, the Institutional Holders will have the right and option to purchase all of the ROFO Transfer Securities at a price equal to the price contained in the ROFO Transfer Notice and upon the same terms as contained in the ROFO Transfer Notice (pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails to purchase all or a portion of the shares of ROFO Transfer Securities which such Institutional Holder may purchase pursuant to this Section 2.2(b), then the other Institutional Holders so exercising their rights under this Section 2.2(b) shall be entitled to purchase such shares of ROFO Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, or as otherwise agreed, by such Institutional Holders). For the avoidance of doubt, unless the ROFO Offering Holder shall have consented to the purchase of less than all of the ROFO Transfer Securities by the Institutional Holders, the Institutional may not purchase any ROFO Transfer Securities pursuant to the foregoing provisions unless all of the ROFO Transfer Securities are to be so purchased.

Notice of Offer. Subject to Sections 2.2(cIf (i) and 2.2(d), if at any time that the JWC Holders are entitled toany Halifax Holder, and determine toManagement Holder, exercise Additional Holder or any of their rights under Section 2.4 hereof and a JWC Holder Permitted Transferees (the "ROFO OFFERING HOLDER") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Transfer Securities, Offering Holder's Subject Securities (the "TRANSFER STOCK") from any Third Party, Party (other than from to a Permitted Transferee Transferee) (such Third Party, the "ROFO OFFEROR"), ) and (ii) such ROFO Offering Holder wishes to accept such offer (the a "ROFO TRANSFER OFFER"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and shall provide it along with a notice containing the ROFO Transfer Notice, offer to purchase specified below (the "TRANSFER NOTICE") to the Company and each of the Institutional Holdersall other Stockholders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), shall be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer SecuritiesStock, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities Stock to the Institutional Holders Company and to all other Stockholders within fifteen (15) Business Days 30 days of receipt by the Institutional Holders Company of the ROFO Transfer Notice (the "ROFO OFFER PERIOD"). During the ROFO Offer Period, subject to the Institutional Holders limitation in the next sentence, any combination of the Company and/or the other Stockholders will have the right and option to purchase all of the ROFO Transfer Securities Stock at a price equal to the price contained in the ROFO Transfer Notice Offer and upon the same terms as contained in the ROFO Transfer Notice Offer. During the first 15 days of the Offer Period (pro rata in accordance with the respective Common Stock Equivalents at "COMPANY EXCLUSIVE FIRST REFUSAL PERIOD"), the time held by Company shall have the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails exclusive right and option to purchase all or a portion of the shares Transfer Stock. Following the expiration of ROFO the Company Exclusive First Refusal Period, if the Company has not opted to purchase all of the Transfer Securities which such Institutional Holder Stock, the Company and any combination of the other Stockholders may purchase pursuant to this Section 2.2(b), then all of the other Institutional Holders so exercising their rights under this Section 2.2(b) shall be entitled to purchase such shares of ROFO Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, or as otherwise agreed, by such Institutional Holders)Stock. For the avoidance of doubt, unless the ROFO Offering Holder shall have consented to the purchase of less than all of the ROFO Transfer Securities Stock by the Institutional HoldersCompany and/or the other Stockholders, neither the Institutional Company nor any Stockholder, nor any combination of the Company and any Stockholder may not purchase any ROFO Transfer Securities Stock pursuant to the foregoing provisions unless all of the ROFO Transfer Securities are Stock is to be so purchasedpurchased (whether by the Company, the other Stockholders, or any combination thereof). Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at least 50% of the Subject Securities held by the JWC Holders and 50% of the Subject Securities held by the Halifax Holders, no Management Holder or Additional Holder may Transfer their Subject Securities in exchange for consideration other than cash.

Notice of Offer. Subject to Sections 2.2(cIf (i) and 2.2(d), if at any time that the JWC Holders are entitled toany Halifax Holder, and determine toManagement Holder, exercise Additional Holder or any of their rights under Section 2.4 hereof and a JWC Holder Permitted Transferees (the "ROFO OFFERING HOLDEROffering Holder") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Offering Holder's Subject Securities (the "Transfer Securities, Stock") from any Third Party, Party (other than from to a Permitted Transferee Transferee) (such Third Party, the "ROFO OFFEROROfferor"), ) and (ii) such ROFO Offering Holder wishes to accept such offer (the a "ROFO TRANSFER OFFERTransfer Offer"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and shall provide it along with a notice containing the ROFO offer to purchase specified below (the "Transfer Notice, ") to the Company and each of the Institutional Holdersall other Stockholders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), shall be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer SecuritiesStock, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities Stock to the Institutional Holders Company and to all other Stockholders within fifteen (15) Business Days 30 days of receipt by the Institutional Holders Company of the ROFO Transfer Notice (the "ROFO OFFER PERIODOffer Period"). During the ROFO Offer Period, subject to the Institutional Holders limitation in the next sentence, any combination of the Company and/or the other Stockholders will have the right and option to purchase all of the ROFO Transfer Securities Stock at a price equal to the price contained in the ROFO Transfer Notice Offer and upon the same terms as contained in the ROFO Transfer Notice Offer. During the first 15 days of the Offer Period (pro rata in accordance with the respective Common Stock Equivalents at "Company Exclusive First Refusal Period"), the time held by Company shall have the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails exclusive right and option to purchase all or a portion of the shares Transfer Stock. Following the expiration of ROFO the Company Exclusive First Refusal Period, if the Company has not opted to purchase all of the Transfer Securities which such Institutional Holder Stock, the Company and any combination of the other Stockholders may purchase pursuant to this Section 2.2(b), then all of the other Institutional Holders so exercising their rights under this Section 2.2(b) shall be entitled to purchase such shares of ROFO Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, or as otherwise agreed, by such Institutional Holders)Stock. For the avoidance of doubt, unless the ROFO Offering Holder shall have consented to the purchase of less than all of the ROFO Transfer Securities Stock by the Institutional HoldersCompany and/or the other Stockholders, neither the Institutional Company nor any Stockholder, nor any combination of the Company and any Stockholder may not purchase any ROFO Transfer Securities Stock pursuant to the foregoing provisions unless all of the ROFO Transfer Securities are Stock is to be so purchasedpurchased (whether by the Company, the other Stockholders, or any combination thereof). Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at least 50% of the Subject Securities held by the JWC Holders and 50% of the Subject Securities held by the Halifax Holders, no Management Holder or Additional Holder may Transfer their Subject Securities in exchange for consideration other than cash.

Notice of Offer. Subject to Sections 2.2(cIf (i) and 2.2(d), if at any time that the JWC Holders are entitled toany Halifax Holder, and determine toManagement Holder, exercise Additional Holder or any of their rights under Section 2.4 hereof and a JWC Holder Permitted Transferees (the "ROFO OFFERING HOLDER") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B“Offering Holder”) receives a bona fide offer to purchase any or all of such ROFO Offering Holder’s Subject Securities (the “Transfer Securities, Stock”) from any Third Party, Party (other than from to a Permitted Transferee Transferee) (the “Offeror”) and (ii) such Third Party, the "ROFO OFFEROR"), and such ROFO Offering Holder wishes to accept such offer (the "ROFO TRANSFER OFFER"a “Transfer Offer”), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and shall provide it along with a notice containing the ROFO offer to purchase specified below (the “Transfer Notice, ”) to the Company and each of the Institutional Holdersall other Stockholders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), shall be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer SecuritiesStock, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities Stock to the Institutional Holders Company and to all other Stockholders within fifteen (15) Business Days 30 days of receipt by the Institutional Holders Company of the ROFO Transfer Notice (the "ROFO OFFER PERIOD"“Offer Period”). During the ROFO Offer Period, subject to the Institutional Holders limitation in the next sentence, any combination of the Company and/or the other Stockholders will have the right and option to purchase all of the ROFO Transfer Securities Stock at a price equal to the price contained in the ROFO Transfer Notice Offer and upon the same terms as contained in the ROFO Transfer Notice Offer. During the first 15 days of the Offer Period (pro rata in accordance with the respective Common Stock Equivalents at “Company Exclusive First Refusal Period”), the time held by Company shall have the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails exclusive right and option to purchase all or a portion of the shares Transfer Stock. Following the expiration of ROFO the Company Exclusive First Refusal Period, if the Company has not opted to purchase all of the Transfer Securities which such Institutional Holder Stock, the Company and any combination of the other Stockholders may purchase pursuant to this Section 2.2(b), then all of the other Institutional Holders so exercising their rights under this Section 2.2(b) shall be entitled to purchase such shares of ROFO Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, or as otherwise agreed, by such Institutional Holders)Stock. For the avoidance of doubt, unless the ROFO Offering Holder shall have consented to the purchase of less than all of the ROFO Transfer Securities Stock by the Institutional HoldersCompany and/or the other Stockholders, neither the Institutional Company nor any Stockholder, nor any combination of the Company and any Stockholder may not purchase any ROFO Transfer Securities Stock pursuant to the foregoing provisions unless all of the ROFO Transfer Securities are Stock is to be so purchasedpurchased (whether by the Company, the other Stockholders, or any combination thereof). Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at least 50% of the Subject Securities held by the JWC Holders and 50% of the Subject Securities held by the Halifax Holders, no Management Holder or Additional Holder may Transfer their Subject Securities in exchange for consideration other than cash.

Notice of Offer. Subject to Sections 2.2(cIf (i) and 2.2(d), if at any time that prior to the JWC Holders are entitled toCompany's initial Public Offering, and determine toany Halifax Holder, exercise Management Holder, Additional Holder or any of their rights under Section 2.4 hereof and a JWC Holder Permitted Transferees (the "ROFO OFFERING HOLDEROffering Holder") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Offering Holder's Common Stock Equivalents, other than unexercised stock options (such Common Stock Equivalents, the "Transfer SecuritiesStock"), from any Third Party, other than from to a Permitted Transferee and other than pursuant to Sections 3.3 or 3.4, or the demand sale and registration rights granted under Article IV of this Agreement (such Third Party, the "ROFO OFFEROROfferor"), and (ii) such ROFO Offering Holder wishes to accept such offer (the a "ROFO TRANSFER OFFERTransfer Offer"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and shall provide it along with a notice containing the ROFO offer to purchase specified below (the "Transfer Notice, ") to the Company and the Company shall deliver a copy of any such Transfer Notice to each of JWC Holder and Halifax Holder (collectively, the Institutional "Offeree Holders") promptly upon its receipt thereof. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), shall be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO number of shares of Transfer SecuritiesStock, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all all, but not less than all, of the ROFO Transfer Securities Stock to the Institutional Company and to the Offeree Holders within fifteen (15) Business Days 40 days of receipt by the Institutional Holders Company of the ROFO Transfer Notice (the "ROFO OFFER PERIODOffer Period"). During the ROFO Offer Period, subject to the Institutional limitation in the next sentence, any combination of the Company and/or the Offeree Holders will have the right and option to purchase all all, but not less than all, of the ROFO Transfer Securities Stock at a price equal to the price contained in the ROFO Transfer Notice price, and upon the same terms terms, as contained in the ROFO Transfer Offer. During the first 15 days of the Offer Period (the "Company Exclusive First Refusal Period"), the Company shall have the exclusive right and option to purchase all of the Transfer Stock. In the event that the Company elects not to purchase all of the Transfer Stock, it shall deliver to each Offeree Holder written notice of such election on or before the last day of the Company Exclusive First Refusal Period, which notice shall set forth the portion of the Transfer Stock that such Offeree Holder is entitled to purchase, which portion shall be equal to the product of (i) such Offeree Holder's Offeree Percentage multiplied by (ii) the sum of (A) the number of shares of Transfer Stock set forth in the Transfer Notice less (pro rata B) the number of shares of Transfer Stock, if any, the Company elected to purchase in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.2(b3.2(a) (the "Offeree Holder Allocation"). Each Offeree Holder shall then have the right to purchase up to its Offeree Holder Allocation of the total number of shares of Transfer Stock proposed to be Transferred by delivering to the Offering Holder a written notice (the "Offeree Holder Acceptance Notice") (with a copy thereof to the Company) within 15 days following the expiration of the Company Exclusive First Refusal Period (the "Offeree Holders First Refusal Period"); provided . In the event that if any Institutional Offeree Holder fails elects not to acquire shares of Transfer Stock equal to its Offeree Holder Allocation, such Offeree Holder shall deliver to the other Offeree Holders written notice of such election (with a copy to the Company) on or before the last day of the Offeree Holders First Refusal Period, which notice shall include the number of shares not elected to be purchased by such Offeree Holder (the "Unpurchased Shares"). Each of the Offeree Holders electing to purchase shares of Transfer Stock equal to its Offeree Holder Allocation (collectively, the "Exercising Offeree Holders") may elect, by written notice to the Company and the Offering Holder within 10 days following the expiration of the Offeree Holders First Refusal Period, to purchase all or a portion of the shares Unpurchased Shares. If the Exercising Offeree Holders deliver notices electing to purchase more than the total number of ROFO Transfer Securities which such Institutional Holder may purchase pursuant to this Section 2.2(b)Unpurchased Shares, then the other Institutional Holders so exercising their rights under this Section 2.2(b) Unpurchased Shares shall be entitled to purchase such shares allocated on a pro-rata basis based on the number of ROFO Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, or as otherwise agreed, held by such Institutional Exercising Offeree Holders). For the avoidance of doubt, unless the ROFO Offering Holder shall have consented to the purchase of less fewer than all of the ROFO Transfer Securities Stock by the Institutional HoldersCompany and/or the Offeree Holders (as the case may be), neither the Institutional Company nor any Offeree Holder, nor any combination of the Company and any Offeree Holder, may not purchase any ROFO Transfer Securities Stock pursuant to the foregoing provisions provisions, unless all of the ROFO Transfer Securities are Stock is to be so purchasedpurchased (whether by the Company, the Offeree Holders, or any combination thereof). Notwithstanding any other provision of this Agreement, unless otherwise agreed to by (y) either (1) at least 50% of the Common Stock Equivalents held by the JWC Holders or (2) the JWC Representative and (z) either (1) 50% of the Common Stock Equivalents held by the Halifax Holders or (2) the Halifax Representative, no Management Holder or Additional Holder may Transfer their Common Stock Equivalents in exchange for consideration other than cash.