Offer Notices. Prior to subletting all or any part of the Premises or assigning this Lease within the meaning of this Article 14 (other than to Permitted Transferees or Affiliates) and provided that there exists no monetary Event of Default, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an “Offer Notice”), which may or may not be based upon a bona fide written offer from an independent third party or such third party’s broker. If Tenant shall have received and negotiated a bona fide written offer from an independent third party or such third party’s broker, the Offer Notice shall contain the information set forth in clauses (i), (ii), (iii), (iv) and (v) below. If Tenant shall not have received and negotiated a bona fide written offer from an independent third party or such third party’s broker, the Offer Notice shall contain the information set forth in clauses (ii), (iii), (iv) and (v) below.
Offer Notices. Prior to June 17, 2010, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of, or announce any offer, sale, grant of any option to purchase or other disposition of, any of its or its Subsidiaries’ Capital Stock or equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock, unless it first shall have delivered to the Trustee for delivery to each Holder an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance, sale or exchange of the securities being offered which (a) identifies and describes the securities being offered, (b) describes the price and other terms upon which the securities are to be issued, sold or exchanged, (c) sets forth the number or amount of securities being issued, sold or exchanged, (d) identifies the persons or entities (if known) to which the securities are to be offered, issued, sold or exchanged and (e) offers to issue, sell or exchange to the Holders up to 35% of the securities, allocating among the Holders (x) based on each Holder’s pro rata portion of the aggregate principal amount of Securities purchased on the Issue Date (such pro rata portion of such Holder being such Holder’s “Basic Amount”), and (y) with respect to each Holder that elects to purchase its Basic Amount, any additional portion of the securities being issued, sold or exchanged attributable to the Basic Amounts of other Holders as such Holder indicates it will purchase or acquire in the event the other Holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Holders have an opportunity to subscribe for any remaining Undersubscription Amount.
Offer Notices. The procedures set forth in this Section 6(a)(ii), including the purchase right described herein, shall apply each time that the Shares are to be sold pursuant to a Public Sale. Specifically, Xxx. Xxxxxxxx will instruct her broker (the “Broker”) who is administering the Public Sale to offer Xx. Xxxxxxxx (the “Public Sale Offer”), by notice given to Xx. Xxxxxxxx’x email address set forth in Section 10(d)(1), the opportunity to purchase all (or, at Xx. Xxxxxxxx’x election, less than all) of the Shares to be sold pursuant to a Public Sale on the immediately succeeding Trading Day, which Public Sale Offer shall be made by no later than 8:00 p.m. New York City time on the day immediately prior to the Trading Day on which the Broker intends to execute a sale of the Shares (the “Public Sale Trading Day”). The Public Sale Offer shall specify (w) the maximum number of Shares which the Broker may sell on such Trading Day, (x) the Last Closing Price (as defined below), (y) the email address to be used for acceptance of the Public Sale Offer, and (z) the wire transfer instructions for payment if Xx. Xxxxxxxx elects to purchase any Shares.
Offer Notices. The procedures set forth in this Section 6(b)(ii), including the purchase right described herein, shall apply each time that the Shares are to be sold pursuant to a Private Sale. Specifically, in the event that Xxx. Xxxxxxxx has received a bona fide third-party offer to purchase, or has otherwise agreed to sell, any of her Shares in a Private Sale (including in each case pursuant to a Non-Arm’s-Length Transaction), and Xxx. Xxxxxxxx has determined to accept such offer or enter into such sale transaction, Xxx. Xxxxxxxx will, or will instruct the Broker who is administering the Private Sale to, offer Xx. Xxxxxxxx (the “Private Sale Offer”), by notice given to Xx. Xxxxxxxx’x email address set forth in Section 10(d)(i), the opportunity to purchase all (or, at Xx. Xxxxxxxx’x election, less than all) of the Shares to be sold pursuant to a Private Sale on the immediately succeeding Trading Day, which Private Sale Offer shall be made by no later than 8:00 p.m. New York City time on the day immediately prior to the Trading Day on which the Private Sale is scheduled to close (the “Private Sale Trading Day”). The Private Sale Offer shall (v) specify the number of Shares proposed to be sold in the Private Sale, (w) specify the purchase price per Share (the “Definitive Per Share Purchase Price”), (x) specify the email address to be used for acceptance of the Private Sale Offer, (y) include a copy of the definitive written agreement to purchase the Shares, and (z) provide wire transfer instructions for payment if Xx. Xxxxxxxx elects to purchase any Shares.
