Common use of Offering Notice Clause in Contracts

Offering Notice. Subject to Section 2.1, if, at any time prior to the Initial Public Offering, any holder of Shares wishes to transfer all or any portion of its, his or her Shares (a “Selling Shareholder”) to any Person other than to a Permitted Transferee (a “Third Party Purchaser”) and other than in a transaction described above in Section 2.2, such Selling Shareholder shall offer such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an “Offering Notice”) to the Company and each Non-Selling Shareholder, which shall state: (a) the name and address of the proposed purchaser; (b) the number of Shares of Capital Stock proposed to be transferred (the “Offered Securities”); (c) the proposed purchase price per Share for the Offered Securities (the “Offer Price”); and (d) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 2.1Sections 2.2, if2.3, at 2.4 and 3.1(h), if any time prior to the Initial Public Offering, any holder of Shares Stockholder other than a Heartland Entity (a "Selling Stockholder") wishes to transfer all or any portion of its, his or her its Shares (a “Selling Shareholder”) to any Person (other than to a its Permitted Transferee or in the case of a Major Stockholder, to its Partner Transferee) (a “"Third Party Purchaser”") and other than in such Selling Stockholder wants to make any offer or has received a transaction described above in Section 2.2bona fide offer to purchase such Shares from a Third Party Purchaser, such Selling Shareholder Stockholder shall then offer to sell such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an “"Offering Notice”") to each Investor Stockholder and the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (bi) the number of Shares of Capital Stock proposed to be transferred (the “"Offered Securities”"); (cii) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the “"Offer Price”"); and (diii) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 2.12 and all Requirements of Law, if, at if any time prior to the Initial Public Offering, any holder of Shares Shareholder (a "SELLING SHAREHOLDER") wishes to transfer all or any portion of its, its or his or her Restricted Shares (a “Selling Shareholder”) to any Person person (other than to a Permitted Transferee Transferee) (a “Third Party Purchaser”) and other than in a transaction described above in Section 2.2"THIRD PARTY PURCHASER"), such Selling Shareholder shall offer such Restricted Shares first to each holder of Shares other than the Selling Shareholder (collectively, SAIF Shareholders and the “Non-Selling Shareholders”VentureTech Shareholders in accordance with Section 3.1(b), by sending written notice (an “Offering Notice”"OFFERING NOTICE") to the Company and each Non-Selling Shareholderother Shareholders, which shall state: state (a) the name and address of the proposed purchaser; (b) the number of Restricted Shares of Capital Stock proposed to be transferred (the “Offered Securities”"OFFERED SECURITIES"); (cb) the proposed purchase price per Restricted Share for the Offered Securities (the “Offer Price”"OFFER PRICE"); and (dc) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal offer provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 2.1Sections 2.2, if2.3, at 2.4 and 3.1(h), if any time prior to the Initial Public Offering, any holder of Shares New Stockholder (a "Selling Stockholder") wishes to transfer all or any portion of its, his or her its Shares (a “Selling Shareholder”) to any Person (other than to a its Permitted Transferee Transferee) (a “"Third Party Purchaser”") and other than in such Selling Stockholder wants to make any offer to sell such Shares to, or has received a transaction described above in Section 2.2bona fide offer to purchase such Shares from a Third Party Purchaser, such Selling Shareholder Stockholder shall then offer to sell such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an “"Offering Notice”") to each Investor Stockholder and the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (bi) the number of Shares of Capital Stock proposed to be transferred (the “"Offered Securities”"); (cii) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the “"Offer Price”"); and (diii) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 2.1, if, at If any time prior to the Initial Public Offering, any holder of Shares Stockholder other than a Clarion Stockholder (a “Selling Stockholder”) wishes to transfer all or any portion of its, hers or his or her Shares (a “Selling Shareholder”) to any Person (other than to a Permitted Transferee transfers in accordance with Sections 2.2, 3.1(f) or 3.1(g) or in connection with an Initial Public Offering or any subsequent Public Sale) (a “Third Party Purchaser”) and other than in a transaction described above in Section 2.2), such Selling Shareholder Stockholder shall then offer such Shares first to each holder of Shares other than the Selling Shareholder Clarion Stockholders (for the purpose of this Section 3.1, each, a “Rightholder” and collectively, the “Non-Selling ShareholdersRightholders”), by sending written notice (an “Offering Notice”) to each of the Company and each Non-Selling ShareholderRightholders, which shall state: state (a) the name and address of the proposed purchaser; (bi) the number and class of Shares of Capital Stock proposed to be transferred (the “Offered Securities”); (cii) the proposed purchase price per Share share for the Offered Securities (the “Offer Price”); and (diii) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal offer provided for herein shall have been waived or shall have expired. Such Selling Stockholder shall promptly deliver a copy of the Offering Notice to the Company.

Offering Notice. Subject to Section 2.12, ifif any Major Stockholder, at any time prior to the Initial Public Offering, any holder of Shares (a "Selling Stockholder") wishes to transfer all or any portion of its, his or her Shares (a “Selling Shareholder”) its Equity Interests to any Person (other than to a Permitted Transferee Transferee) (a “"Third Party Purchaser”) and other than in a transaction described above in Section 2.2"), such Selling Shareholder Stockholder shall offer such Shares Equity Interests first to the Major Stockholders (who, in each holder case, is not a Selling Stockholder) (for the purpose of Shares other than the Selling Shareholder (Section 3.1, each a "Rightholder" and collectively, the “Non-Selling Shareholders”), "Rightholders") by sending written notice (an “"Offering Notice”") to the Company and each Non-Selling ShareholderMajor Stockholder, which shall state: state (a) the name and address of the proposed purchaser; (b) the number of Shares of Capital Stock Equity Interests, proposed to be transferred (the “"Offered Securities”"); (cb) the proposed purchase price per Share Equity Interest, for the Offered Securities (the “"Offer Price”"); and (dc) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal offer provided for herein shall have been waived or shall have expired. The Selling Stockholder shall also promptly deliver a copy of the Offering Notice to IX, Holdco, Xxxxxxxxx and the Company.

Offering Notice. Subject to Section 2.12, if, at if any time prior to the Initial Public Offering, any holder of Shares Shareholder (a “Selling Shareholder”) wishes to transfer all or any portion of its, its or his or her Shares (a “Selling Shareholder”) to any Person (other than to a Permitted Transferee Transferee) (a “Third Party Purchaser”) and other than in a transaction described above in Section 2.2), such Selling Shareholder shall offer such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”)Company, by sending written notice (an “Offering Notice”) to the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (b) the number of Shares of Capital Stock proposed to be transferred (the “Offered Securities”); (cb) the proposed purchase price per Share for the Offered Securities (the “Offer Price”); and (dc) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal offer provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to each Shareholder (other than the Selling Shareholder).

Offering Notice. Subject to Section 2.12, if, at any time prior to if the Initial Public OfferingSpecial Director (or Global Village), any holder of Shares Special Manager (or Young Vision) (each, a “Selling Shareholder”) wishes to directly or indirectly transfer all or any portion of its, his or her its Shares (a “Selling Shareholder”) to any Person (other than to a Permitted Transferee Transferee) (a “Third Party Purchaser”) and other than in a transaction described above in Section 2.2), such the Selling Shareholder shall offer such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”)Company, by sending written notice (an “Offering Notice”) to the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (b) the number of Shares of Capital Stock proposed to be transferred (the “Offered Securities”); (cb) the proposed purchase price per Share for the Offered Securities (the “Offer Price”); and (dc) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal offer provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to the Preferred Shareholders.

Offering Notice. Subject to Section 2.1Sections 2.2, if2.3, at 2.4 and 3.1(h), if any time prior to the Initial Public Offering, any holder of Shares New Stockholder (a "SELLING STOCKHOLDER") wishes to transfer all or any portion of its, his or her its Shares (a “Selling Shareholder”) to any Person (other than to a its Permitted Transferee Transferee) (a “"THIRD PARTY PURCHASER") and such Selling Stockholder wants to make any offer to sell such Shares to, or has received a bona fide offer to purchase such Shares from a Third Party Purchaser”) and other than in a transaction described above in Section 2.2, such Selling Shareholder Stockholder shall then offer to sell such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an “Offering Notice”"OFFERING NOTICE") to each Investor Stockholder and the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (bi) the number of Shares of Capital Stock proposed to be transferred (the “Offered Securities”"OFFERED SECURITIES"); (cii) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the “Offer Price”"OFFER PRICE"); and (diii) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 2.1Sections 2.2, if2.3, at 2.4 and 3.1(h), if any time prior to the Initial Public Offering, any holder of Shares Stockholder other than a Heartland Entity (a "SELLING STOCKHOLDER") wishes to transfer all or any portion of its, his or her its Shares (a “Selling Shareholder”) to any Person (other than to a its Permitted Transferee or in the case of a Major Stockholder, to its Partner Transferee) (a “"THIRD PARTY PURCHASER") and such Selling Stockholder wants to make any offer or has received a bona fide offer to purchase such Shares from a Third Party Purchaser”) and other than in a transaction described above in Section 2.2, such Selling Shareholder Stockholder shall then offer to sell such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an “Offering Notice”"OFFERING NOTICE") to each Investor Stockholder and the Company and each Non-Selling ShareholderCompany, which shall state: state (a) the name and address of the proposed purchaser; (bi) the number of Shares of Capital Stock proposed to be transferred (the “Offered Securities”"OFFERED SECURITIES"); (cii) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the “Offer Price”"OFFER PRICE"); and (diii) the other terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.