Common use of Offering Notice Clause in Contracts

Offering Notice. If an Investor (a "Selling Stockholder") wishes to sell or otherwise transfer all or any portion of its Shares to any Person (other than to a Permitted Transferee that is an Affiliate thereof) (a "Third Party Purchaser"), such Selling Stockholder shall offer such Shares first to the Company by sending written notice (the "Offering Notice") to the Company, which shall state (a) the number of Shares proposed to be sold or otherwise transferred (the "Offered Securities") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "Offer Price"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived by the Company or shall have expired under Section 3.1.2.

Appears in 1 contract

Samples: Stockholders Agreement (Diamond Brands Inc)

AutoNDA by SimpleDocs

Offering Notice. If an Investor Subject to Sections 2 and 3, if any Stockholder (a "Selling Stockholder") wishes to sell or otherwise transfer all or any portion of its or his Shares to any Person (other than to a Permitted Transferee that is an Affiliate thereofTransferee) (a "Third Party Purchaser"), such Selling Stockholder shall offer such Shares first to the Company by sending written notice (the "Offering Notice") to the Company, Company and the other Stockholders which shall state (a) the number of Shares proposed to be sold or otherwise transferred (the "Offered Securities") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "Offer Price"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived by the Company or shall have expired under Section 3.1.2expired.

Appears in 1 contract

Samples: Stockholders Agreement (Eclipsys Corp)

Offering Notice. If an Investor Subject to Section 2, if any Stockholder (a "Selling StockholderSELLING STOCKHOLDER") wishes to sell or otherwise transfer all or any portion of its or his Shares to any Person (other than to a Permitted Transferee that is an Affiliate thereofTransferee) (a "Third Party PurchaserTHIRD PARTY PURCHASER"), such Selling Stockholder shall offer such Shares first to the Company by sending written notice (the "Offering NoticeOFFERING NOTICE") to the Company, Company and the other Stockholders which shall state (a) the number of Shares proposed to be sold or otherwise transferred (the "Offered SecuritiesOFFERED SECURITIES") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "Offer PriceOFFER PRICE"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived by the Company or shall have expired under Section 3.1.2expired.

Appears in 1 contract

Samples: Stockholders Agreement (Probusiness Services Inc)

AutoNDA by SimpleDocs

Offering Notice. If an Investor Subject to Section 2, if any Stockholder (a "Selling StockholderSELLING STOCKHOLDER") wishes to sell or otherwise transfer all or any portion of its Shares to any Person (other than to a Permitted Transferee that is an Affiliate thereofTransferee) (a "Third Party PurchaserTHIRD PARTY PURCHASER"), such Selling Stockholder shall offer such Shares first to the Company by sending written notice (the "Offering NoticeOFFERING NOTICE") to the Company, Company and the Rightholders which shall state (a) the number of Shares proposed to be sold or otherwise transferred (the "Offered SecuritiesOFFERED SECURITIES") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "Offer PriceOFFER PRICE"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived by the Company or shall have expired under Section 3.1.2expired.

Appears in 1 contract

Samples: Stockholders Agreement (Optimark Technologies Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!