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

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. If any Stockholder or Former Employee Common Holder desires to Transfer transfer any shares of his, her Common Stock now or its Shareshereafter owned by him in a bona fide transaction to an unrelated third party, or any interest in such SharesStock, whether voluntarily or by operation of law, in any transaction other than pursuant to Section 3 2.10 of this Agreement, such Stockholder or Former Employee stockholder (the "“Selling Stockholder"Party”) shall first deliver written notice of his, her or its his desire to do so (the "“Transfer Notice"”) to the Company and each of the Stockholders in the manner prescribed in Section 12.4 of this AgreementInvestor. The Transfer Notice must specify: (i) the name and address of the party to which the Selling Stockholder Party proposes to sell or otherwise dispose transfer the shares of the Shares Stock or an interest in the Shares Stock (the "“Offeror"”), (ii) the number, class and series number of Shares shares of Stock the Selling Stockholder Party proposes to sell or otherwise dispose of transfer (the "“Offered Shares"”), (iii) the consideration per Share share to be delivered to the Selling Stockholder Party for the proposed sale, transfer or dispositiontransfer, and (iv) all other material terms and conditions of the proposed transactiontransfer.

Offer of Sale; Notice of Proposed Sale. If any Stockholder or Former Employee of the Investors desires to Transfer any of his, her his or its Sharesrespective interest in any shares of Capital Stock of the Company, whether Common or Class C or Class D Preferred Shares (the "Investor Stock"), or any interest in such Sharesshares, in any transaction other than pursuant to Section 3 of this Agreementa Permitted Transferee, such Stockholder or Former Employee the Investor (the "Selling StockholderInvestor") shall first deliver written notice of his, her or its his desire to do so (the "Investor Sale Notice") to the Company Executive Stockholder and each of the Stockholders in the manner prescribed in Section 12.4 of this Agreementother Investors. The Investor Sale Notice must specify: (i) the name and address of the party to which the Selling Stockholder Investor proposes to sell or otherwise dispose of the Shares Investor Stock or an interest in the Shares Investor Stock (the "Investor Offeror"), (ii) the number, class and series number of Shares shares of Investor Stock the Selling Stockholder Investor proposes to sell or otherwise dispose of (the "Investor Offered Shares"), (iii) the consideration per Share share to be delivered to the Selling Stockholder Investor 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 a Stockholder or Former Employee desires to Transfer transfer any of his, her or its Shares, or any interest in such Shares, in any transaction transaction, other than pursuant to a Permitted Transfer or otherwise pursuant to Section 3 4 of this Agreement, such Stockholder person or Former Employee entity (the "Selling StockholderSELLING PARTY") shall first deliver written notice of his, her or its desire to do so (the "NoticeSTOCKHOLDER SALE NOTICE") to the Company and each of the other Stockholders in (collectively, the manner prescribed in Section 12.4 of this Agreement"NON-SELLING 22 PARTIES"). The Stockholder Sale 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 number of Shares the Selling Stockholder Party proposes to sell or otherwise dispose of (the "Offered SharesSTOCKHOLDER OFFERED SHARES"), (iiiii) the consideration per Share to be delivered to the Selling Stockholder Party for the proposed sale, transfer or dispositiondisposition of the Stockholder Offered Shares, and (iviii) all other material terms and conditions of the proposed transaction.