Common use of Offer Notice Clause in Contracts

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 ROFR Offering Stockholder shall, within five (5) Business Days days of receipt of the Transfer Offeroffer from the Independent Third Party, give written notice (a the “ROFR Offering Stockholder Notice”) to the Company and each Applicable ROFR Rightholder the other Shareholders stating that it has received a Transfer Offer for the Offered Stock bona fide offer from an Independent Third Party and specifying: : (Aw) the class(esnumber of ROFR Offered Shares to be sold by the ROFR Offering Stockholder; (x) the name of the person or series entity who has offered to purchase such ROFR Offered Shares; (y) the per share purchase price and the applicable aggregate number other material terms and conditions of shares the Transfer, including a description of Offered Stock any non-cash consideration in sufficient detail to be Transferred by permit the Offering Stockholder; valuation thereof; and (Bz) the proposed date, time and location of the closing of the Transfer, which shall not be less than thirty (30) Business Days 60 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.Notice.. (ii) The ROFR Offering Shareholder Notice shall constitute the ROFR Offering StockholderShareholder’s offer to Transfer all of the ROFR Offered Stock Shares to the Applicable ROFR Rightholders in accordance with the provisions of this Section 4.03other Shareholders, which offer shall be irrevocable until the end for a period of the Applicable ROFR Rightholder Option Period described in Section 4.03(d)(ii)30 Business Days. (iii) By delivering the ROFR Offering Stockholder Notice, the ROFR Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder other Shareholder that: : (Ax) the ROFR Offering Stockholder has full right, title and interest in and to the ROFR Offered Stock described in Shares; (y) the ROFR Notice; (B) the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer the sell such ROFR Offered Stock described in the ROFR Notice Shares as contemplated by this Section 4.035.1; and and (Cz) the ROFR Offered Stock described in the ROFR Notice is Shares are free and clear of any and all liens Liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. Unless otherwise agreed by the Individual Founders, subject to Section 4(e), if any Individual Founder or any Founder Affiliate of such Individual Founder (each, a “Selling Founder”) proposes to Transfer any shares of Class B Common Stock in a Subject Transaction, the Selling Founder must first give to the other Individual Founder (the “Offeree Founder”) a written notice (the “ROFO Notice”), which shall (i) The Offering Stockholder shallstate that the Selling Founder has a bona fide intention to Transfer its Subject Shares in a Subject Transaction, within five (5ii) Business Days of receipt of set forth 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 Subject Shares proposed to be Transferred by the Offering Stockholder; Selling Founder in such Subject Transaction and the name of the proposed transferee, if known, (Biii) set forth the price per Subject Share (the “Subject Transaction Price Per Share”) (provided, the Subject Transaction Price Per Share for any Subject Shares to be sold on the open market or to be donated, gifted or otherwise Transferred in a Transfer for no value shall be no less than the greater of the reported closing price for the shares of the Class A Common Stock of the Company on (x) the proposed date, time and location of the closing of the Transfer, which shall not be less than thirty (30) Business Days from trading day immediately preceding the date of the ROFR Notice; ROFO Notice and (Cy) the purchase price per share for each applicable class or series trading day immediately preceding the date of Offered Stock (which shall be payable solely in cashthe ROFO Acceptance) and the other material terms and conditions upon which it intends to Transfer such Subject Shares in such Subject Transaction and (iv) include a written offer to sell all or any portion of the Transfer Offer; and (D) the name Subject Shares 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 Selling Founder to the Company and each Applicable ROFR Rightholder. Offeree Founder at a price per share equal to the Subject Transaction Price Per Share (ii) The ROFR Notice each, a “ROFO Offer”). Each ROFO Offer shall constitute a valid, legally binding and enforceable offer by the Offering Stockholder’s offer Selling Founder to Transfer all sell each of the Offered Stock its Subject Shares to the Applicable ROFR Rightholders in accordance with Offeree Founder at the provisions of this Section 4.03Subject Transaction Price Per Share and, which offer upon delivery thereof, shall be irrevocable until irrevocable. Each ROFO Offer shall be open for acceptance by the end Offeree Founder for a period of five business days after the Applicable ROFR Rightholder Option Period described in Section 4.03(d)(iiROFO Notice is given (the “ROFO Period”). (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. (ia) The Offering Stockholder shall, within five (5) Business Days of receipt of the Transfer Offer, give written notice in the form attached hereto as Exhibit A (a “ROFR Transfer Notice”) to the Company and each Applicable ROFR Rightholder Offeree stating that it has received a Transfer Offer for the Offered Stock and specifying: (A) i. the class(es) or series type and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder;Stockholder; (B) ii. the proposed date, time and location date of the closing of the Transfer, which shall not be less than thirty 60 (30sixty) Business Days days from the date of the Transfer Notice, unless otherwise agreed to by the ROFR Notice;Offeree in writing; (C) iii. the purchase price or other consideration per share for each applicable class or series of the Offered Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer Offer; andOffer; (D) iv. the name of the Prospective Transferee who has offered to purchase such Offered Stock. For ; and v. form of 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 Rightholderproposed agreement (if any). (iib) The ROFR Transfer Notice shall constitute the Offering Stockholder’s offer to Transfer all or any portion of the Offered Stock to the Applicable ROFR Rightholders Offeree in accordance with the provisions of this Section 4.03Article III, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Option Exercise Period described in Section 4.03(d)(ii)3.4. (iiic) By delivering the ROFR Transfer Notice, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder Offeree that: (A) i. the Offering Stockholder has full right, title and interest in and to the Offered Stock described in the ROFR Notice;Transfer Notice; (B) ii. 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 Transfer Notice as contemplated by this Section 4.03; Article III; and (C) iii. the Offered Stock described in the ROFR Transfer 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. (a) If Tenant shall have received and negotiated a bona fide written offer from an independent third party which it desires to accept to sublet all or any part of the Premises or to assign this Lease, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an “Offer Notice”) containing the following: (i) The Offering Stockholder shall, within five (5) Business Days of receipt the name and address of the Transfer Offerproposed subtenant or assignee and a brief description of such person’s or entity’s business, give written notice current financial information in respect of such person or entity (including, without limitation, its most recent balance sheet and income statements certified by its chief financial officer or a “ROFR Notice”certified public accountant), the identity of any broker entitled to a commission in respect of such subletting or assignment and the commission, if any, payable to such broker, and any other information reasonably requested by Landlord; and (ii) a duplicate original of the offer, together with an executed copy of the proposed instrument of assignment or sublease (both containing, in the case of an assignment, a provision for assumption by the assignee of all of the terms, covenants, conditions and agreements herein contained on the Tenant’s part to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer Offer be performed for the Offered Stock and specifying: (A) Lease Term), the class(es) or series and the applicable aggregate number effective date 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 at least thirty (30) Business Operating Days from but not more than ninety (90) Operating Days after the date of the ROFR Notice; (C) the purchase price per share for each applicable class or series giving of Offered Stock (such notice, which shall be payable solely conditioned on Landlord’s consent thereto and which shall comply with the provisions of Section 13.5; and (iii) executed copies of all other agreements, if any, relating to the proposed assignment or sublease and, if not fully disclosed by such agreements, a statement of all consideration to be received by Tenant for or in cashconnection with such assignment or sublease (including, without limitation, any payment to be made for Tenant’s Property or leasehold improvements) and the other terms of payment therefor. (b) Notwithstanding anything to the contrary contained in this Section 13.2, if Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or any portion of the Premises to an independent third party, but shall not have entered into an instrument of assignment or sublease with such party, Tenant shall have the right to preempt the provisions of the foregoing Section 13.2(a) by submitting a notice to Landlord indicating Tenant’s intent to enter into a sublease and/or an assignment and a description of all of the material economic terms and conditions of the Transfer Offer; and proposed subletting or assignment (D) the name including, without limitation, with respect to a subletting, a description of the Prospective Transferee who has offered portion of the Premises proposed 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 Stockbe sublet, the Offering Stockholder may deliver proposed fixed rent, additional rent, base amounts or years, if any, free rent and other concessions, if any, the term, the party responsible for the cost of physical separation, and other similar, material proposed terms and conditions) (any such notice being hereinafter called a single ROFR “Marketing Notice”). Said Marketing 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 Landlord 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 lieu of any and all liens other than those arising as a result of or under the terms of this AgreementOffer Notice.

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 date of the closing of the Transfer, which shall not be less than thirty 60 (30sixty) 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 Company and 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)(ii4.03(d)(iii). (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 Offering Stockholder shall, within five ten (510) Business Days days of receipt of the Transfer Offer, give written notice (a “ROFR Notice”) to Inpixon and 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 type and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder; (B) the proposed date, time and location date of the closing of the Transfer, which shall not be less than thirty 60 (30sixty) Business Days days from the date of the ROFR Notice, unless otherwise agreed to be Inpixon in writing; (C) the purchase price per share for each applicable class or series of the 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 Inpixon and the Company and each Applicable ROFR RightholderCompany. (ii) The ROFR Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Applicable ROFR Rightholders Company and Inpixon in accordance with the provisions of this Section 4.03, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Option Exercise Period described in Section 4.03(d)(ii4.03(d). (iii) By delivering the ROFR Notice, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder Inpixon 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 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 each class or series 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 twenty (3020) Business Days from the date of the ROFR Notice; (C) the purchase price per share for of 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 [***] Certain information in this document has been omitted and filed separately with 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 Securities and Exchange Commission. Confidential treatment has been requested with respect to the Company and each Applicable ROFR Rightholderomitted portions. (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 Offering Stockholder shall, within five (5) Business Days of after receipt of the Transfer Offer, give written notice (a “ROFR Notice”) to the Company and each Applicable ROFR Rightholder Founder stating that it has received a Transfer Offer for the Offered Stock and specifyingspecify: (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 60 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. (E) the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder; (F) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 days from the date of the ROFR Notice; (G) 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 (H) 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 RightholderFounder. (ii) The ROFR Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Applicable ROFR Rightholders Company and the Founders in accordance with the provisions of this Section 4.033.3, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Company Option Period described in Section 4.03(d)(ii3.5(d)(iii). (iii) By delivering the ROFR Notice, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder Founder 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 4.033.3; 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. If at any point during the Sale Period a relevant Securityholder wishes to make a binding offer to the Selling Securityholder for all of or more than their Offer Right Entitlement, that Securityholder (ia Buying Securityholder) The Offering Stockholder shallmust give a written notice to the Selling Securityholder, within five (5) Business Days of receipt copied to each Company, by 5.00pm on the last day of the Transfer Offer, give written notice Sale Period (a “ROFR an Offer Notice”) to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer ). An Offer for the Offered Stock and specifyingNotice must: (Aa) the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder; (B) state 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 sale price per share for each applicable class or series of Offered Stock Security which must be a cash price (which shall be payable solely in cashthe Sale Price) and the any other material terms and conditions of the Transfer Offerproposed sale, which are to be terms customary for a sale by a private equity investor in the United Kingdom market (the Sale Terms); (b) invite the Selling Securityholder to accept the offer made in the Offer Notice in full or in part by giving written notice to the Buying Securityholder (with a copy to the relevant Company or Companies (as applicable)) by no later than 5.00 pm on the date ten Business Days after the date of issuance of the Offer Notice (an Acceptance Notice); (c) state that, subject to the provisions of this agreement, the Offer Notice constitutes a binding and irrevocable offer by the Buying Securityholder to buy: (i) its Offer Right Entitlement; or (ii) more than its Offer Right Entitlement, in each case specifying the maximum number of Sale Securities it wishes to acquire; (d) include evidence that the Buying Securityholder either has immediately available cash resources to purchase the Sale Securities notified to it by the Selling Securityholder in the Acceptance Notice at the Sale Price or “certain funds” financing on terms customary in the United Kingdom market in respect of such amount; and (De) not be revoked unless otherwise agreed by 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 Rightholderrelevant Board. (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. So long as Tenant is not in Default hereunder, Tenant shall have a one-time right (i) The Offering Stockholder shall, within five (5) Business Days “Right of receipt of the Transfer First Offer, give written notice (a “ROFR Notice”) to lease the Company and each Applicable ROFR Rightholder stating that it has received entire (but not a Transfer Offer for the Offered Stock and specifying: (Aportion of) the class(esbuilding located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx, (the “First Right Space”) or series on the terms and conditions set forth in this Paragraph 44. After the applicable aggregate number execution of shares this Lease, Landlord shall not execute a letter of Offered Stock to be Transferred by the Offering Stockholder; (B) the proposed date, time and location intent with a tenant for any portion of the closing of the TransferFirst Right Space without first providing Tenant with a written “Offer Notice”, which shall not may be less than thirty (30) Business Days from delivered by Landlord to Tenant at any time in Landlord’s sole discretion. The Offer Notice will indicate 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) Monthly Base Rent and the other material terms and conditions upon which Landlord is willing to lease the First Right Space. Tenant shall have five (5) business days (ending at 5:00 p.m. on such fifth business day) after receipt of the Transfer Offer; and Offer Notice (D“Offer Notice Deadline”) to deliver to Landlord the name of Tenant’s written unconditional election to lease 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 space described in the ROFR Offer Notice for the Rent specified in the Offer Notice and otherwise on the terms and conditions set forth in the Offer Notice (“Tenant’s Election Notice; ”). If Tenant does not deliver to Landlord its Tenant Election Notice within such five (B5) business day period, Landlord shall be entitled to enter into a lease with the Offering Stockholder has all party with whom Landlord is negotiating or, within one hundred twenty (120) days following the necessary power and authority and has taken all necessary action to Transfer Offer Notice Deadline, with any other tenant(s) for the Offered Stock space described in the ROFR Notice as contemplated by this Section 4.03; and (COffer Notice, provided that the first of any such lease(s) shall be at a Monthly Base Rent that is not less that 90% of the Offered Stock described Monthly Base Rent indicated in the ROFR Offer Notice is free (and clear for purposes of such comparison, if any material differences in the Tenant Allowance or Landlord’s Work exist between such lease and all liens other this Lease, the Monthly Base Rent will be appropriately adjusted by amortizing the material differences over the term of the lease using a discount rate of ten (10) percent.) If Landlord enters into such a lease, than those arising Tenant’s rights under this Paragraph 44 shall terminate, and Landlord thereafter may enter into one or more additional leases with one or more parties with respect to the First Right Space at any time and on such terms and conditions as a result of or under the terms of this AgreementLandlord elects.

Offer Notice. (a) If Tenant shall have received and negotiated a bona fide written offer from an independent third party which it desires to accept to sublet all or any part of the Premises or to assign this Lease, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an "Offer Notice") containing the following items: (i) The Offering Stockholder shall, within five (5) Business Days of receipt the name and address of the Transfer Offerproposed subtenant or assignee and a brief description of such person's or entity's business, give written notice current financial information in respect of such person or entity (including, without limitation, its most recent balance sheet and income statements certified by its chief financial officer or a “ROFR Notice”certified public accountant if such person or entity does not publicly report its financial statements), the identity of any broker entitled to a commission in respect of such subletting or assignment and the commission, if any, payable to such broker, and any other information reasonably requested by Landlord; and (ii) a copy of the executed offer which shall contain a description of all of the material economic terms and conditions of the proposed subletting or assignment (including, without limitation, with respect to a subletting, a description of the Company portion of the Premises proposed to be sublet, the proposed fixed rent, additional rent, base amounts or years, if any, free rent and each Applicable ROFR Rightholder stating that it has received a Transfer Offer other concessions, if any, the term, the party responsible for the Offered Stock cost of physical separation, and specifying: (A) the class(es) or series other similar, material proposed terms and conditions), and the applicable aggregate number effective date 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 at least thirty (30) Business Days from but not more than ninety (90) Business Days after the date of the ROFR Notice; (C) the purchase price per share for each applicable class or series giving of Offered Stock (such notice, and which shall be payable solely conditioned on Landlord's consent thereto and which shall comply with the provisions of Section 5.05; and (iii) the terms of all other agreements, if any, relating to the proposed assignment or sublease and, if not fully disclosed by such offer, a statement of all consideration to be received by Tenant for or in cashconnection with such assignment or sublease (including, without limitation, any payment to be made for Tenant's Property, Tenant’s Betterments and Improvements) and the terms of payment therefor. (b) If Tenant desires to sublet all or any part of the Premises or to assign this Lease but Tenant shall not have received and negotiated a bona fide written offer from an independent third party, Tenant shall have the right to submit an Offer Notice to Landlord containing only the following items: (i) to the extent known or ascertainable by Tenant, the name and address of the proposed subtenant or assignee and a brief description of such person's or entity's business, current financial information in respect of such person or entity (including, without limitation, its most recent balance sheet and income statements certified by its chief financial officer or a certified public accountant (if such person or entity does not publicly report its financial statements) or other information reasonably satisfactory to Landlord), the identity of any broker entitled to a commission in respect of such subletting or assignment and the commission, if any, payable to such broker, and any other information reasonably requested by Landlord; and (ii) a description of all of the material economic terms and conditions of the Transfer Offer; and proposed subletting or assignment (D) the name including, without limitation, with respect to a subletting, a description of the Prospective Transferee who has offered portion of the Premises proposed 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 Stockbe sublet, the Offering Stockholder may deliver proposed fixed rent, additional rent, base amounts or years, if any, free rent and other concessions, if any, the term, the party responsible for the cost of physical separation, and other similar, material proposed terms and conditions) setting forth all consideration to be received by Tenant for or in connection with such subletting or assignment (including, without limitation, any payment to be made for Tenant's Property or leasehold improvements) and the terms of payment therefor. If Tenant shall thereafter receive and negotiate a single ROFR bona fide written offer from an independent third party, Tenant shall have the right to submit an Offer 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)5.02(a) above. (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) 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 sixty (3060) Business Days 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 's offer to Transfer all of the Offered Stock to the Company and the Applicable ROFR Rightholders in accordance with the provisions of this Section 4.033.03, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Option Period described in Section 4.03(d)(ii3.03(d)(iii). (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 4.033.03; 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. (a) If Tenant shall have received and negotiated a bona fide letter of intent from an independent third party which it desires to accept to sublet all or any part of the Premises or to assign this Lease, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an “Offer Notice”) containing the following items: (i) The Offering Stockholder shallwith respect to an assignment of this Lease, 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 date the applicable aggregate number of shares of Offered Stock assignment is to be Transferred by the Offering Stockholder; effective (B) the proposed date, time and location of the closing of the Transfer, which shall be not be less than thirty (30) Business Operating Days from nor more than one hundred twenty (120) Operating Days after giving the Offer Notice), and (B) any consideration Tenant would receive under such assignment (including, without limitation, any payment to be made for Tenant’s Property or leasehold improvements); and (ii) with respect to a sublease of all or a portion of the Premises, (A) the proposed commencement date (which shall be not less than thirty (30) Operating Days nor more than one hundred twenty (120) Operating Days after the giving of the Offer Notice) and expiration date of the ROFR Notice; sublease term (including any renewal rights, if any, and whether such renewal rights are absolute or conditional), (B) a description of the space proposed to be sublet including a floor plan, and (C) the purchase price per share rental rate, additional rent, base amounts or years, if any, free rent and other concessions, if any, the work to be done to prepare the space for each applicable class or series of Offered Stock (which shall be payable solely in cash) the subtenant’s occupancy and the estimated cost thereof, and other economic and material business terms and conditions of the Transfer Offerproposed subletting (including, without limitation, any payment to be made for Tenant’s Property or leasehold improvements); 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 Noticewith respect to any assignment or subletting, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder that: (A) the Offering Stockholder has full rightname and address of the proposed subtenant or assignee and a brief description of such person’s or entity’s business, title current financial information in respect of such person or entity (including, without limitation, its most recent balance sheet and interest in and to the Offered Stock described in the ROFR Notice; income statements certified by its chief financial officer or a certified public accountant), (B) the Offering Stockholder has all identity of any broker entitled to a commission in respect of such subletting or assignment and the necessary power commission, if any, payable to such broker 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) an executed copy of the Offered Stock described letter of intent for the proposed assignment or sublease. (b) If Tenant desires to sublet all or any part of the Premises or to assign this Lease but Tenant shall not have received and negotiated a bona fide letter of intent from an independent third party, Tenant shall have the right to submit an Offer Notice to Landlord containing only the information required by Sections 13.2(a)(i) and (ii) above, provided that the effective date of the proposed assignment or the commencement date of the proposed sublease, as applicable, shall be not less than sixty (60) Operating Days nor more than one hundred twenty (120) Operating Days after the giving of the Offer Notice. If Tenant shall thereafter receive and negotiate a bona fide letter of intent from an independent third party, Tenant shall have the right (but not the obligation) to submit an Offer Notice in accordance with Section 13.2(a) above. In any event, if a sublease or assignment for the ROFR space which was the subject of an Offer Notice submitted under this Section 13.2(b) is free not executed within one (1) year after the submission of the Offer Notice, then Landlord’s right to underlet or to terminate as provided in this Article 13 shall be deemed revived and clear reinstated with respect to any subsequent desire of any Tenant to assign this Lease or to sublet as otherwise provided in this Article 13 and all liens other than those arising as a result of or under the terms of Tenant shall be required to give another Offer Notice in accordance with this AgreementSection 13.2.

Offer Notice. (i) The Offering Stockholder shall, within five (5) Business Days 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 time, and location of the closing of the Transfer, which shall not be less than thirty 60 (30sixty) Business Days 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 Company and 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)(ii4.03(d)(iii). (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 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. If the Company has not elected to purchase all of the Offered Shares within such ten-day period, Molex may elect to purchase all (ibut not less than all) The Offering of the Offered Shares for the price specified in the First Offer Notice by delivering written notice of such election to the Transferring Stockholder, the Other Stockholders and the Company as soon as practical but in any event within 30 days after delivery of the First Offer Notice (the "First Election Period"). If Molex has not elected to purchase all of the Offered Shares, the Transferring Stockholder shallshall provide written notice to each of the Other Stockholders within five days after the expiration of the First Election Period (the "Second Offer Notice"). Such Other Stockholders may elect to purchase all (but not less than all) of the Offered Shares (which number, if necessary, shall be reduced based upon the pro rata share of Stockholder Shares held by the Other Stockholders electing to purchase pursuant to the Second Offer Notice) for the price specified in the Second Offer Notice by delivering written notice to Molex, the Other Stockholders and the Company within 15 days of the Second Offer Notice (the "Second Election Period"). If the Molex or Other Stockholders have elected to purchase the Offered Shares, the transfer of such shares shall be consummated within 15 days after the expiration of the applicable Election Period. To the extent that Molex or the Other Stockholders have not elected to purchase all of the Offered Shares, the Transferring Stockholder may, within five (5) Business Days of receipt 90 days after the expiration of the Transfer OfferSecond Election Period, give written notice (transfer all the Offered Shares to the party or parties identified in the First Offer Notice and the Second Offer Notice at a “ROFR Notice”) price no less than 100% of the price and on other terms no more favorable to the transferees than offered 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 Molex and the applicable aggregate number of shares of Offered Stock Other Stockholders in the Offer Notice. No Transfer pursuant to this Section 2(b) shall be effective until the transferee shall have agreed in writing to be Transferred bound by all the Offering Stockholder; (B) the proposed date, time terms and location conditions 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 this Agreement. The purchase price per share for each applicable class specified in any First Offer Notice or series of Offered Stock (which Second Offer Notice shall be payable solely in cash) and cash at the other material terms and conditions closing of the Transfer Offer; and (D) the name of the Prospective Transferee who has offered to purchase such Offered Stock. For the avoidance of doubttransaction, in the event of a Transfer Offer involving more than one class or series of Offered Stock, the Offering and no Stockholder Shares may deliver a single ROFR Notice to the Company and each Applicable ROFR Rightholderbe pledged. (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 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 60 (30sixty) Business Days 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 Company and 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)(ii4.03(d)(iii). (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. If the Company or any of its Subsidiaries authorizes the issuance or sale of any New Securities, the Company or such Subsidiary shall deliver a written notice (an “Offer Notice”) to each Institutional Holder (including, for all purposes under this Section 8.3, such Institutional Holder’s Permitted Transferees then holding Units), the Rollover Investors and any Executive or Management Unitholder granted preemptive rights in writing pursuant to a Management Equity Agreement (collectively, “Preemptive Rights Holders”) offering to issue or sell to such Preemptive Rights Holder a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) equal to the quotient determined by dividing (i) the number of Class B Units on a fully diluted basis held by such Preemptive Rights Holder (and its Permitted Transferees) by (ii) the aggregate number of Class B Units on a fully diluted basis then held by all Preemptive Rights Holders, in each case determined before giving effect to the issuance of New Securities (the “Proportionate Share”). The Offering Stockholder shallOffer Notice shall be delivered to each Preemptive Rights Holder within 30 calendar days following the Company’s or the applicable Subsidiary’s authorization of such issuance or sale. In order to exercise its, within five (5) Business Days of receipt of the Transfer Offerhis or her purchase rights under this Section 8.3, give a Preemptive Rights Holder must deliver a written notice (a an “ROFR Election Notice”) to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer or the applicable Subsidiary describing its election hereunder, including the amount of New Securities which such Preemptive Rights Holder desires to purchase. Such Election Notice must be delivered to the Company or the applicable Subsidiary during the ten business day period (the “Offering Period”) following such Preemptive Rights Holder’s receipt of the Offer for the Offered Stock and specifying: Notice. The Offer Notice shall state: (A) the class(es) or series and the applicable aggregate number of shares of Offered Stock New Securities (x) to be Transferred issued in connection with such issuance, and (y) the portion of their respective Proportionate Shares of the New Securities to be purchased by the Offering Stockholder; Investors and their Affiliates in connection with such issuance; (B) the proposed dateterms of (x) such New Securities (including the per Unit purchase price thereof) and (y) any agreement such Preemptive Rights Holder will be required, time in accordance with Section 8.3 to execute in connection with such issuance; 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 Preemptive Rights Holder’s Proportionate Share 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 Rightholderissuance. (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.