Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities.
(ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).
Offer Notice. (i) The Offering Member shall give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying:
(A) the number of Offered Units proposed to be Transferred by the Offering Member; and
(B) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, (1) the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such price.
(ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii).
(iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder that:
(A) the Offering Member has full right, title and interest in and to the Offered Units;
(B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.3; and
(C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Advisors stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to each of the Advisors pursuant to such Offering Notice, which shall be 50% of such New Equity Securities.
(ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to Clients managed by the Advisors or other Purchasers, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).
Offer Notice. (i) The Offering Stockholder shall, within five (5) Business Days of receipt of the Transfer Offer, give written notice (a “ROFR Notice”) to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer Offer for the Offered Stock and specifying:
(A) the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder;
(B) the proposed date, time and location of the closing of the Transfer, which shall not be less than thirty (30) Business Days from the date of the ROFR Notice;
(C) the purchase price per share for each applicable class or series of Offered Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer Offer; and
(D) the name of the Prospective Transferee who has offered to purchase such Offered Stock. For the avoidance of doubt, in the event of a Transfer Offer involving more than one class or series of Offered Stock, the Offering Stockholder may deliver a single ROFR Notice to the Company and each Applicable ROFR Rightholder.
(ii) The ROFR Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Applicable ROFR Rightholders in accordance with the provisions of this Section 4.03, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Option Period described in Section 4.03(d)(ii).
(iii) By delivering the ROFR Notice, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder that:
(A) the Offering Stockholder has full right, title and interest in and to the Offered Stock described in the ROFR Notice;
(B) the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer the Offered Stock described in the ROFR Notice as contemplated by this Section 4.03; and
(C) the Offered Stock described in the ROFR Notice is free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.
(ii) The Offering Notice shall constitute the Company’s offer to sell the applicable pro rata New Equity Securities to the Purchaser and the other Forward Contract Parties, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.2, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to such other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Offer Notice. The Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and the Founding Stockholder of such Transferring Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 and, if applicable, Section 2.4 (such notice, the “Offer Notice”). The Transferring Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholder and the Company, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all material information in connection therewith).
Offer Notice. Prior to offering or selling any New Securities, the Company shall give notice (the “Offer Notice”) to each Major Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities.
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.6, the Seller shall give to the Company and the other Member written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest to the Company or to the other Member (the "Offeree") for the Offer Price, payable according to the same terms as those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any earnxxx xxxey or similar deposit required of the Purchaser prior to closing and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Offer Notice. (i) Within two (2) Business Days following execution of a written letter of intent between the Company and the Target in connection with the Business Combination (the “Business Combination LOI”), the Company shall (a) deliver the Business Combination LOI to the Sponsor and (b) use its reasonable best efforts to request that the Target deliver to the Sponsor (and allow the Sponsor to deliver to potential purchasers of New Equity Securities as well as potential Third Party Purchasers (as defined below)) customary due diligence materials for an investment in New Equity Securities (subject to applicable confidentiality obligations), as promptly as practicable, including financial models, financial statements, dataroom access, access to the Target’s management team, and other materials that may be reasonably requested by the Sponsor (the “Marketing Materials”).
