Notice of Purchase Offers. Subject to the limitations of this Section 4, to the extent that the Company and the Major Investors have but do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Stock or the Remaining Shares, as applicable, pursuant to Section 3 hereof, then, each Major Investor who has not exercised its Right of First Refusal pursuant to Section 3.2 (a “Co-Sale Investor”) shall have the right (the “Co-Sale Right”) to participate in such sale of the Offered Stock which are not being purchased by the Company or the Major Investors pursuant to their respective Rights of First Refusal (“Residual Shares”) on the same terms and conditions as specified in the Transfer Notice. To the extent the Major Investors exercise such Co-Sale Right in accordance with the terms and conditions set forth below, the number of shares of Offered Stock that the Seller may sell or transfer in the transaction shall be correspondingly reduced.
Notice of Purchase Offers. If either of the Founders (the "Selling Founder") proposes to accept one or more bona fide offers (collectively, the "Purchase Offer") from any person or persons to purchase shares of the Common Stock from the Selling Founder, then the Selling Founder shall promptly notify Investor in writing of the terms and conditions of such Purchase Offer, including the purchase price, the identity of the proposed buyer and a copy of the Purchase Offer, if it is in writing.
Notice of Purchase Offers. Should any Stockholder other than ------------------------- Xxxxxx propose to accept a Bona Fide Offer from any Person to purchase Shares owned by such Stockholder (exclusive of any of the Old Xxxxxxx Shares), then such Stockholder (the "Selling Stockholder"), shall promptly give written notice to Xxxxxx of the terms and conditions of such Bona Fide Offer.
Notice of Purchase Offers. Should any of the Principal Stockholders propose to accept one or more bona fide offers (collectively, a "Purchase Offer"), from any persons to purchase shares of the Company's Common Stock from such Principal Stockholder (a "Purchase Offeror"), then the Principal Stockholder or Principal Stockholders shall promptly notify the Investor in writing of the terms and conditions of such Purchase Offer.
Notice of Purchase Offers. If any Shareholder ("SELLING SHAREHOLDER") receives and proposes to accept one or more Purchase Offers, then such Selling Shareholder shall promptly provide Notice to each Holder of the terms and conditions of such Purchase Offer.
Notice of Purchase Offers. Should any Principal or Principals propose to accept a letter of intent or bona fide offer (each, a "PURCHASE OFFER"), at any time and from time to time, to purchase shares of Common Stock (such Principal or Principals being referred to as the "PRINCIPAL SELLING GROUP" (regardless of whether only one Principal is proposing to sell Common Stock)), then such Principal Selling Group shall promptly notify each Shareholder of the terms and conditions of such Purchase Offer.
Notice of Purchase Offers. If (i) any Shareholder (a “Selling Shareholder”) receives or solicits, and proposes to accept one or more Purchase Offers for an amount of Shares in excess of fifty percent (50%) of such Selling Shareholder’s Fully Diluted Shares or (ii) any Shareholders (the “Selling Shareholders”) receive or solicit, and propose to accept one or more Purchase Offers which collectively result in the Transfer of greater than fifty percent (50%) of the Fully Diluted Shares of such Selling Shareholders, then such Selling Shareholder(s) shall provide notice to the Holder of the terms and conditions of such Purchase Offer (the “Notice of Purchase Offer”) at least twenty (20) Business Days prior to the proposed date of consummation of such Purchase Offer.
Notice of Purchase Offers. Should Vacu-dry propose to accept one or more bona fide offers (collectively the "Purchase Offer") from any persons to purchase shares of Common Stock from Vacu-dry, then Vacu-dry shall promptly notify Global of the terms and conditions of such Purchase Offer.
Notice of Purchase Offers. Should any Shareholder or Permitted Transferee (as defined below) (in each case a “Selling Shareholder”) propose to accept one or more bona fide offers (collectively, the “Purchase Offer”) from any person or persons to purchase all or a portion of the common shares, no par value, of the Company (“Common Stock”) or shares of any other class or series of the Company that the Selling Shareholder now owns or may hereafter acquire through any stock split, stock dividend, or recapitalization or reclassification of the Common Stock (“Other Stock”), then the Selling Shareholder shall promptly notify the Company and each Shareholder of the terms and conditions of such Purchase Offer (the “Notice”) at least thirty (30) days prior to the closing of such sale or transfer (collectively “Transfer”). The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of each class or series to be sold or transferred (the “Offered Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.
Notice of Purchase Offers. Should any Shareholder ("Selling Shareholder") propose to accept one or more binding, written bona fide offers from any persons to purchase Common Shares or Convertible Securities from such Selling Shareholder other than (i) an offer from the Company to purchase such Common Shares or Convertible Securities pursuant to an existing agreement, plan or policy by reason of such Selling Shareholder's death, disability, retirement or termination of employment or (ii) in the event of such an offer to Lagunitas, any one or more bona fide offers which would not result in the sale by Lagunitas during any Fiscal Year of Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) in excess of 3% of the total Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) held by Lagunitas as of the beginning of such Fiscal Year or (iii) in the event of such an offer to Proactive, any one or more bona fide offers which would not result in the sale by Proactive during any Fiscal Year of Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) in excess of 3% of the total Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) held by Proactive as of the beginning of such Fiscal Year or (iv) in the event of such an offer to a Selling Shareholder other than Lagunitas and Proactive, any one or more bona fide offers which would not result in the sale by such other Selling Shareholder during any Fiscal Year of Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) in excess of 5% of the total Common Shares (including, Common Shares which would be issuable upon the conversion or exercise of Convertible Securities) held by such other Selling Shareholder as of the beginning of such Fiscal Year (the "Purchase Offer"), then such Selling Shareholder shall promptly give Notice to the Holder of the terms and conditions of, and a copy of, each such Purchase Offer. In addition, the Selling Shareholder shall give Notice to the Holder of any bona fide purchase offer received which falls within the exceptions enumerated in this Section 2.1(i), (ii), (iii) and (iv). Such notice shall include a copy of the purchase offer and the terms and conditions thereof.
