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 any Founder desires to sell, transfer or otherwise dispose of any of his Voting Shares, or of any interest in such Voting Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 2 of this Article V, such Founder (the "Selling Founder") shall first deliver written notice of his desire to do so (the "Notice") to the Company and each of the Institutional Investors, in the manner prescribed in Section 6 of Article VII. The Notice must specify: (i) that the Selling Founder has received a bona fide offer to purchase Voting Shares and the name and address of the party that made such offer (the "Offeror"), (ii) the number of Voting Shares the Selling Founder proposes to sell or otherwise dispose of (the "Offered Shares"), (iii) the consideration per Voting Share to be delivered to the Selling Founder 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 Stockholder or Former Employee desires to Transfer any of his, her or its Shares, or any interest in such Shares, in any transaction other than pursuant to Section 3 of this Agreement, such Stockholder or Former Employee (the "Selling Stockholder") shall first deliver written notice of his, her or its desire to do so (the "Notice") to the Company and each of the Stockholders in the manner prescribed in Section 12.4 of this Agreement. The Notice must specify: (i) the name and address of the party to which the Selling Stockholder proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the "Offeror"), (ii) the number, class and series of Shares the Selling Stockholder proposes to sell or otherwise dispose of (the "Offered Shares"), (iii) the consideration per Share to be delivered to the Selling Stockholder 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. 3.1. If a Stockholder desires to transfer any of its Shares or Notes, or any interest in its Shares or Notes, in any transaction other than a Transfer specified in Section 2 of this Agreement, that Stockholder (the "Initial Selling Stockholder") shall first deliver written notice of its desire to do so (the "Notice") to the Company and each of the Stockholders, in the manner prescribed in Section 10.4 of this Agreement.
3.2. The Notice must specify: (i) the name and address of the party to which the Initial Selling Stockholder proposes to transfer the Shares or Notes, as the case may be, or an interest in the Shares or Notes, as the case may be (the "Offeror"), (ii) the number of Shares or Notes, as the case may be, the Initial Selling Stockholder proposes to transfer (the "Offered Shares or Notes"), (iii) the consideration per Share or Note, as the case may be, to be delivered to the Initial Selling Stockholder for the proposed Transfer, (iv) all other material terms and conditions of the proposed transaction and (v) that the Offeror has agreed to purchase all of the Offered Shares or Notes, as the case may be, on the terms and conditions set forth in the Notice. The giving of the Notice shall constitute an irrevocable offer by the Initial Selling Stockholder to sell the Offered Shares or Notes, as the case may be, to the Company and/or the Stockholders on the terms and conditions contained in the Offer.
3.3. If a majority of the members of the Company's Board of Directors (excluding members employed or designated by the Initial Selling Stockholder) determine in good faith that the proposed transferee is a direct competitor of the Company, then (i) the Company shall so inform the Initial Selling Stockholder within 10 days after the Notice is deemed to have been delivered to the Company and (ii) the Initial Selling Stockholder shall not transfer any of its Shares or Notes, as the case may be, to the proposed transferee.
Offer of Sale; Notice of Proposed Sale. If any Stockholder -------------------------------------- desires to sell, transfer or otherwise dispose (but excluding any exchange or redemption effected in accordance with the terms of the Share Exchange Agreement of even date hereof) 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 Stockholder (the "Selling Stockholder") shall first deliver written notice of his desire to do so (the "Notice") to the Company and each of the other Stockholders, in the manner prescribed in Section 11.4 of this Agreement. The Notice must specify: (i) the name and address of the party to which the Selling Stockholder proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the "Offeror"), (ii) the number of Shares the Selling Stockholder proposes to sell, transfer or otherwise dispose of (the "Offered Stock"), (iii) the consideration per Share to be delivered to the Selling Stockholder 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 the Parent desires to Transfer any of the Shares, or any interest in such Shares, in any transaction other than a sale in a Public Offering, the Parent 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 Parent proposes to sell or otherwise dispose of the Shares or an interest in the Shares, if known to the Parent (the “Offeror”), (b) the number of Shares the Parent proposes to sell or otherwise dispose of (the “Offered Shares”), (c) the price per share at which the Parent proposes to sell the Offered Shares (the “Offered Price”).
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. If any Restricted Stockholder desires to sell, transfer or otherwise dispose of any Shares now or hereafter owned by such Restricted Stockholder in a bona fide transaction to an unrelated third party, or of any interest in such Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 9 of this Agreement, such Restricted Stockholder (the "Selling Restricted Stockholder") shall first provide written notice of the Selling Restricted Stockholder's desire to do so (the
