Offer to Holders Sample Clauses

Offer to Holders. If any Stockholder or any of its Affiliates (any such Person for purposes of this Section 10, the "Transferor") wishes to transfer its shares of Common Stock or any portion thereof to any Person (the "Transferee"), the Transferor shall first give to the Company and each Holder (pursuant to a list provided by the Company) a written notice (a "Transfer Notice"), executed by it and the Transferee and containing (i).the number of shares of Common Stock that the Transferee proposed to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee and (v) an offer by the Transferee or Transferor to purchase, upon the purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of shares of Registrable Securities (or if such number is not an integral number, the next integral number which is greater than such number) of each Holder which shall be the product of (x) the aggregate number of shares of Registrable Securities either then owned, or issuable upon exercise of Warrants then owned, by such Holder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee and the denominator of which shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of shares of Registrable Securities either then owned, or issuable upon exercise of Warrants then owned, by each Holder. Each Holder shall have the right, for a period of 20 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and the Company within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or a portion thereof) to be sold by such Holder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each Holder of the Transferee's or Transferor's offer, as the case may be, neither the Tr...

Offer to Holders. The Company shall give prompt written notice to the Holders (other than the Initiating Holders) of each request for an Underwritten Offering, and, on behalf of the Initiating Holders, the Company shall offer to include in such Underwritten Offering all or a portion of the Registrable Securities held by such other Holders, subject to the conditions and limitations set forth herein. The Initiating Holders shall, subject to the conditions and limitations set forth in this Section 3, include in such Underwritten Offering all Registrable Securities that each such other Holder (by written notice to the Company within 20 days of receipt by such other Holder of the notice and offer from the Company) elects to include in such Underwritten Offering. The Company will notify the Initiating Holders of the identity of each such other Holder that elects to include Registrable Securities in such Underwritten Offering, and of the number or amount of Registrable Securities that each such other Holder has elected to include in such Underwritten Offering. Those other Holders that elect to include Registrable Securities in such Underwritten Offering shall be included within the definition of "Initiating Holders" for purposes of this Agreement.