Common use of Offer of Sale; Notice of Proposed Sale Clause in Contracts

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 the Holder any Founder desires to Transfer any of his or her Shares, or any interest in such Shares, Founder’s Shares in any transaction other than pursuant to Section 3 5.2 of this Agreement, such Holder Founder (the “Selling HolderFounder”) shall first deliver written notice of his or her such Founder’s desire to do so (the “Founder Notice”) to the Company and each of the New Investors, in the manner prescribed in by Section 11.4 9(d) of this Agreement. The Founder Notice must specify: (ai) the name and address of the party to which the Selling Holder Founder proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (bii) the number of Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “Offered Shares”), (ciii) the consideration per Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or disposition, (iv) include an offer to sell the Offered Shares to the New Investors and the Company on the terms set forth in Sections 5.4 and 5.5 and (dv) all other material terms and conditions of the proposed transaction.

Offer of Sale; Notice of Proposed Sale. If the Holder any Founder desires to Transfer sell, transfer or otherwise dispose of any of his or her 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 3 2 of this AgreementArticle V, such Holder Founder (the “"Selling Holder”Founder") shall first deliver written notice of his or her desire to do so (the “"Notice”") to the Company and each of the Institutional Investors, in the manner prescribed in Section 11.4 6 of this AgreementArticle VII. The Notice must specify: (ai) that the Selling Founder has received a bona fide offer to purchase Voting Shares and 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 that made such offer (the “"Offeror”"), (bii) the number of Voting Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “"Offered Shares”"), (ciii) the consideration per Voting Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or disposition, and (div) all other material terms and conditions of the proposed transaction.

Offer of Sale; Notice of Proposed Sale. If the Holder a Founder desires -------------------------------------- to Transfer sell, transfer or otherwise dispose of any of his or her Shares, or of any interest in such Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 3 3.3 of this Agreement, such Holder Founder (the “"Selling Holder”Founder") shall first deliver written notice of his or her desire to do so (the “"First Notice”") to the Company Company, the other Founders, and to each of the InvestorsInvestor, in the manner prescribed in Section 11.4 4.5 of this Agreement. The First Notice must specify: (ai) the name and address of the party to which the Selling Holder Founder proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the “"Offeror”"), (bii) the number of Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “"Offered Shares”"), (ciii) the consideration per Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or disposition, and (div) all other material terms and conditions of the proposed transaction.

Offer of Sale; Notice of Proposed Sale. If the Holder any Founder desires to Transfer sell, transfer or otherwise dispose of any of his or her 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 3 2 of this AgreementArticle V, such Holder Founder (the “"Selling Holder”Founder") shall first deliver written notice of his or her desire to do so (the “"Notice”") to the Company and each of the InvestorsPurchasers, in the manner prescribed in Section 11.4 6 of this AgreementArticle VI hereof. The Notice must specify: (ai) the name and address of the party to which the Selling Holder Founder proposes to sell or otherwise dispose of the Voting Shares or an interest in the Voting Shares (the “"Offeror”"), (bii) the number of Voting Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “"Offered Shares”"), (ciii) the consideration per Voting Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or disposition, and (div) all other material terms and conditions of the proposed transaction.

Offer of Sale; Notice of Proposed Sale. If the Holder any Founder desires to Transfer sell, transfer or otherwise dispose of any of his or her 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 3 2 of this AgreementArticle V, such Holder Founder (the “"Selling Holder”Founder") shall first deliver written notice of his or her desire to do so (the “"Notice”") to the Company and each of the InvestorsOffered Holders, in the manner prescribed in Section 11.4 6 of this AgreementArticle V hereof. The Notice must specify: (ai) the name and address of the party party, to which the Selling Holder Founder proposes to sell or otherwise dispose of the Voting Shares or an interest in the Voting Shares (the “"Offeror”"), (bii) the number of Voting Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “"Offered Shares”"), (ciii) the consideration per Voting Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or disposition, and (div) all other material terms and conditions of the proposed transaction.

Offer of Sale; Notice of Proposed Sale. If the Holder a Founder (a "Selling Founder") desires to Transfer sell, transfer or otherwise dispose of any of his or her Founder Shares, or of any interest in such Founder Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 3 of this Agreement2, such Holder (the “Selling Holder”) Founder 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 AgreementRFR Holders. The Notice must specify: (ai) the name and address of the party to which the Selling Holder Founder proposes to sell or otherwise dispose of the Founder Shares or an interest in the Founder Shares (the “Offeror”"Offeree"), (bii) the number of Founder Shares the Selling Holder Founder proposes to sell or otherwise dispose of (the “"Offered Shares”"), (ciii) the consideration per Founder Share to be delivered to the Selling Holder Founder for the proposed sale, transfer or other disposition, and (div) all other material terms and conditions of the proposed transaction.