Common use of Offer Notice Clause in Contracts

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 Investors of such Transferring Restricted Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 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 Company and the Investors, 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 relevant information in connection therewith).

Appears in 2 contracts

Samples: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)

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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 Investors of such Transferring Restricted Stockholder’s 's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 3.4 (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 Company and the Investors, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Stockholders Agreement (PrimeWood, Inc.)

Offer Notice. The Transferring Restricted Stockholder Shareholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and Company, each of the Investors and each Key Shareholder of such Transferring Restricted StockholderShareholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 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 (or any portion) of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Company Investors and the InvestorsKey Shareholders (each, an “Eligible Shareholder”), 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Shareholders Agreement (Alma Lasers Ltd.)

Offer Notice. The Transferring Restricted 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 Investors of such Transferring Restricted Stockholder’s desire to effect the Transaction Offer (such notice, the “Offer Notice”) and (ii) otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 3.4 (such notice, the “Offer Notice”)3.4. The Transferring Restricted Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all all, but not less than all all, of the Shares which that are the subject of the Transaction Offer (the “Offered Shares”) to the Company and the Investors, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Stockholders Agreement (Monotype Imaging Holdings Inc.)

Offer Notice. The Transferring Restricted 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 Investors of such Transferring Restricted StockholderPrincipal Shareholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 5.3 and, if applicable, Section 3.4 5.4 (such notice, the “Offer Notice”). The Transferring Restricted StockholderPrincipal Shareholder’s Offer Notice shall constitute an irrevocable offer to sell all but not less than all or any portion of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Company and the Investors, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Stockholders Agreement (IntraLinks Holdings, Inc.)

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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 Investors other Stockholders (the "Offeree Stockholders") of such Transferring Restricted Stockholder’s 's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 3.03 and, if applicable, Section 3.4 3.04 (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 or any portion of the Shares which are the subject of the Transaction Offer (the "Offered Shares") to the Company and the InvestorsOfferee Stockholders, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Stockholders Agreement (Stockeryale 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 Investors and Founders of such Transferring Restricted Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 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 Company Company, the Investors and the InvestorsFounders, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Stockholders Agreement (908 Devices Inc.)

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