Offer of Sale; Notice of Proposed Sale. If the Holder desires to Transfer any of his or her Shares, or any interest in such Shares, in any transaction other than pursuant to Section 3 of this Agreement, such Holder (the “Selling Holder”) shall first deliver written notice of his or her desire to do so (the “Notice”) to the Company and each of the Investors, in the manner prescribed in Section 11.4 of this Agreement. The Notice must specify: (a) the name and address of the party to which the Selling Holder proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (b) the number of Shares the Selling Holder proposes to sell or otherwise dispose of (the “Offered Shares”), (c) the consideration per Share to be delivered to the Selling Holder for the proposed sale, transfer or disposition, and (d) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. If a Stockholder desires to transfer any of his, her or its Shares, or any interest in such Shares, in any transaction, other than pursuant to a Permitted Transfer or otherwise pursuant to Section 4 of this Agreement, such person or entity (the "SELLING PARTY") shall first deliver written notice of his, her or its desire to do so (the "STOCKHOLDER SALE NOTICE") to the Company and each of the other Stockholders (collectively, the "NON-SELLING 22 PARTIES"). The Stockholder Sale Notice must specify: (i) the number of Shares the Selling Party proposes to sell or otherwise dispose of (the "STOCKHOLDER OFFERED SHARES"), (ii) the consideration per Share to be delivered to the Selling Party for the proposed sale, transfer or disposition of the Stockholder Offered Shares, and (iii) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. If any Seller desires to Transfer any of the Shares, or any interest in such Shares, in any transaction other than a sale in a Public Offering, such Seller shall first deliver written notice of its desire to do so (a “Sale Notice”) to the Buyer, in the manner prescribed in Section 7.02 of this Agreement. The Sale Notice must specify: (a) the name and address of the party to which the Seller proposes to sell or otherwise dispose of the Shares or an interest in the Shares, if known to the Seller (the “Offeror”), (b) the number of Shares the Seller proposes to sell or otherwise dispose of (the “Offered Shares”), (c) the price per share at which Seller proposes to sell the Offered Shares (the “Offered Price”).
Offer of Sale; Notice of Proposed Sale. If any Investor desires to Transfer any of his or its Shares, or any interest in such Shares, in any transaction other than pursuant to Section 4 of this Agreement, such person or entity (the "Selling Investor") shall first deliver written notice of his desire to do so (the "Notice") to the Company and each of the other Investors (collectively, the "Non-Selling Investors"), in the manner prescribed in Section 10.8 of this Agreement. The Notice must specify: (i) the number of Shares the Selling Investor
Offer of Sale; Notice of Proposed Sale. If at any time Franchise desires to sell, transfer or otherwise dispose of any of its shares of the capital stock of Bay now or hereafter held or any interest in such shares of capital stock of Bay (referred to herein as "Shares"), Franchise shall deliver written notice of its desire to do so (the "Sale Notice") to Bay, which Sale Notice must be accompanied by a binding agreement (the "Binding Agreement"), which 4 Binding Agreement shall be expressly subject to Franchise's complying with the provisions of this Agreement, including this Paragraph 7, with a bona fide purchaser reasonably capable of completing such purchase (the "Proposed Transferee"). The Sale Notice and Binding Agreement shall specify (i) the name and address of the Proposed Transferee(s), (ii) the number of Shares Franchise proposes to sell, transfer or otherwise dispose of (referred to herein as "Offered Shares"), (iii) the consideration per Offered Share to be delivered to Franchise for the proposed sale, transfer or disposition and (iv) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. If Genextra desires to consummate a Genextra Transfer, in a single transaction or series of transactions, that would, when taken together with all prior Genextra Transfers, constitute a Change of Control (the “Genextra Sale”), then Genextra shall first deliver written notice of their desire to do so (the “Genextra Notice”) to the Company and OrbiMed, in the manner prescribed by Section 9(d) of this Agreement. The Genextra Notice must specify: (i) the name and address of the party to which Genextra proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the “Genextra Offeror”), (ii) the number of Shares Genextra proposes to sell or otherwise dispose of (the “Genextra Offered Shares”), (iii) the consideration per Share to be delivered to Genextra for the proposed sale, transfer or disposition, and (iv) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. If any Founder desires to sell, transfer or otherwise dispose of any of his Shares, or of any interest in such Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 2 of this Agreement, such Founder (the "Selling Founder") shall first deliver written notice of his desire to do so (the "Notice") to the other Founder (the "Purchaser"), in the manner prescribed in Section 8.3 of this Agreement. The Notice must specify: (i) the number of Shares the Selling Founder proposes to sell or otherwise dispose of (the "Offered Shares"), (ii) the consideration per Share to be delivered to the Selling Founder for the proposed sale, transfer or disposition, and (iii) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. If any Founder or Purchaser desires to Transfer any of his Shares, or any interest in such Shares, in any transaction other than pursuant to Section 2 of this Agreement, such Founder or Purchaser (the "Selling Party") shall first deliver written notice of his desire to do so (the "Notice") to the Company and each of the Purchasers (or to the Founders, if the Selling Party is a Purchaser), in the manner prescribed in Section 9.4 of this Agreement. The Notice must specify: (i) the number of Shares the Selling Party proposes to sell or otherwise dispose of (the "Offered Shares"), (ii) the consideration per Share to be delivered to the Selling Party for the proposed sale, transfer or disposition, and (iii) all other material terms and conditions of the proposed transaction.
Offer of Sale; Notice of Proposed Sale. Except in the case of a Permitted Transfer that is made in compliance with Section 2.9 of this Agreement, if the Founder or any Existing Holder 5 shall desire to effect a Transfer any shares of Stock now or hereafter owned by such Founder or Existing Holder (other than unvested shares of Stock pursuant to any stock restriction agreement, or similar arrangement, which shall at all times remain subject to such agreement or arrangement) in a transaction with another Person after receipt of a bona fide purchase offer6 therefrom (“Purchase Offer”), or of any interest in such Stock, whether voluntarily or by operation of law, then such stockholder (the “Selling Stockholder”) shall first deliver a written notice of its desire to do so (the “Transfer Notice”) to the Company and each of the Right Holders7. The Transfer Notice must be delivered no less than [forty-five (45)] Business Days prior to the proposed Transfer and must specify: (i) the name and address of the prospective purchaser or other transferees to which the Selling Stockholder proposes to Transfer all or part of the Stock or an interest in the Stock (the “Proposed Purchaser”), (ii) the number of shares of, or the interest in, the Stock that the Selling Stockholder proposes to Transfer (the “Offered Shares”), (iii) the consideration per share of Stock to be delivered to the Selling Stockholder in exchange for the proposed Transfer (“Offered Share Price”), and (iv) all other material terms and conditions of the proposed Transfer, all of which must be bona fide. A complete copy of the Purchase Offer of the Proposed Purchaser must be included with the Transfer Notice furnished to the Company hereunder. [Except in the case of a Permitted Transfer that is made in compliance with Section 2.9 of this Agreement, a Stockholder may not Transfer any Stock under this Section 2 payable in consideration other than for cash.8] A Stockholder may not Transfer any Stock of the Company to any competitor of the Company (as determined by the Company in its sole discretion exercised in good faith), except in connection with a Change in Control[Liquidation Event] approved by the Board of Directors.9 Right of First Refusal.10
Offer of Sale; Notice of Proposed Sale. If, following a termination -------------------------------------- for any reason of one or both of the Switchboard Agreements prior to the second anniversary thereof, the Purchaser desires to Transfer any of its Shares, or any interest in such Shares, it shall first deliver written notice of its desire to do so (the "Notice") to the Company and Banyan. The Notice must specify: (i) the name and address of the party to which the Purchaser proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the "Offeror"), (ii) the number of Shares the Purchaser proposes to sell or otherwise dispose of (the "Offered Shares"), (iii) the consideration per Share to be delivered to the Purchaser for the proposed Transfer, and (iv) all other material terms and conditions of the proposed transaction.
