Offer by Transferor. Copies of the Transferor's offer shall be given to all Other Members and shall consist of an offer to sell to such Other Members all of the Units then proposed to be transferred by the Transferor (the "Subject Units") pursuant to a bona fide offer of a third party, other than an Affiliate of the Transferor, to which copies shall be attached a statement of intention to Transfer to such third party, the name and address of the prospective third party transferee, the portion of the Units involved in the proposed Transfer, and terms of such Transfer which must include (A) all consideration payable at closing and (B) that the offer is not contingent on any event other than the non-acceptance of the Transferor's offer by the Other Members.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Mecklermedia Corp), Agreement and Plan of Merger (Penton Media Inc)
