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 Stockholders 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 Stockholders 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).
Appears in 3 contracts
Sources: Stockholders Agreement (Ohia Development Corp), Shareholder Agreement (Global Manufacturers & Contractors, S.A.), Stockholders Agreement (Phoenix Realty, Inc.)
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 Stockholders 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 Stockholders 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).
Appears in 3 contracts
Sources: Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.)
Offer Notice. The Transferring Restricted Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Founding Stockholders Investors of such Transferring Restricted Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (such notice, the “Offer Notice”). The Transferring Restricted Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholders Company and the CompanyInvestors, 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 relevant information in connection therewith).
Appears in 2 contracts
Sources: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)
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 each of the Founding Stockholders Investors of such Transferring Stockholder’s 's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (such notice, the “"Offer Notice”"). The Transferring Stockholder’s 's Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which that are the subject of the Transaction Offer (the “"Offered Shares”") to the Founding Stockholders and the CompanyInvestors, 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 relevant information in connection therewith).
Appears in 2 contracts
Sources: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)
Offer Notice. The Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall (i) promptly notify the Company and each of the Founding Stockholders Investors 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”)) and (ii) otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 3.4. The Transferring Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all all, but not less than all, of the Shares which that are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholders and the CompanyInvestors, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, 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 relevant information in connection therewith).
Appears in 1 contract
Sources: Stockholders Agreement (Monotype Imaging Holdings Inc.)
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 each of the Founding Stockholders Investors of such Transferring Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (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 Stockholders Company and the CompanyInvestors, together as a group, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, 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).
Appears in 1 contract
Sources: Stock Restriction Agreement (Open Link Financial, Inc.)
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 Corporation and each of the Founding Stockholders Purchasers 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 2A (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 Stockholders Corporation and the Companyother Purchasers, 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 relevant information in connection therewith).
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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 each of the Founding Stockholders Investors and Founders of such Transferring Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (such notice, the “Offer Notice”). The Transferring Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholders Company, the Investors and the CompanyFounders, 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 relevant information in connection therewith).
Appears in 1 contract
Offer Notice. The Transferring Restricted Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Founding Stockholders Investors of such Transferring Restricted Stockholder’s 's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 and, if applicable, Section 2.4 3.3 (such notice, the “"Offer Notice”"). The Transferring Restricted Stockholder’s 's Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which are the subject of the Transaction Offer (the “"Offered Shares”") to the Founding Stockholders Company and the CompanyInvestors, 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 relevant information in connection therewith).
Appears in 1 contract
Offer Notice. The Transferring Stockholder Principal Shareholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Founding Stockholders Investors of such Transferring StockholderPrincipal Shareholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 5.3 and, if applicable, Section 2.4 5.4 (such notice, the “Offer Notice”). The Transferring StockholderPrincipal Shareholder’s Offer Notice shall constitute an irrevocable offer to sell all or any portion of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholders Company and the CompanyInvestors, 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 relevant information in connection therewith).
Appears in 1 contract
Offer Notice. The Transferring Management Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Founding Stockholders Investors of such Transferring Management Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (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 Stockholders Company and the CompanyInvestors, together as a group, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, 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).
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