Common use of Offering Notice Clause in Contracts

Offering Notice. Subject to Section 2, if any Loeb --------------- Stockholder (for purposes of this Section 3.2.1, a "Transferring Stockholder") ------------------------ wishes to transfer all or any portion of its or his Shares to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Party ----------- Purchaser"), such Transferring Stockholder shall send written notice (for --------- purposes of this Section 3.2.1, the "Offering Notice") to Xxxxxx, the Company, --------------- the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (a) the number of Shares proposed to be transferred (for purposes of this Section 3.2.1, the "Offered Securities") and (b) the proposed purchase price per Share which the ------------------ Transferring Stockholder is willing to accept (for purposes of this Section 3.2.1, the "Offer Price"), provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2.

Offering Notice. Subject to Section 2, if any Loeb --------------- Stockholder Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, (for purposes of this Section 3.2.1, a "Transferring “Selling Stockholder"”) ------------------------ wishes to transfer Transfer all or any portion of its or his Shares Shares, to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Third-Party ----------- Purchaser"), such Transferring Selling Stockholder shall send offer such Shares first to the Company by sending written notice (for --------- purposes of this Section 3.2.1, the "an “Offering Notice"”) to Xxxxxx, the Company, --------------- the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state state: (a) the name and address of the Third-Party Purchaser; (b) the number of Shares proposed to be transferred Transferred (for purposes of this Section 3.2.1, the "“Offered Securities") and ”); (bc) the proposed purchase price per Share which for the ------------------ Transferring Offered Securities (the “Offer Price”) and the type of consideration offered (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is willing to accept necessary for the Company and the Rightholders (for purposes of as hereinafter defined) under this Section 3.2.13.1 to analyze the economic value and investment risk of such non-cash consideration); 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 "Offer Price"), rights of first offer provided that notwithstanding anything for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to each of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the ----------- -------- contrary contained in this Agreement, for purposes proposed Transfer of Section 3.2, a Permitted Transferee of Loeb shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2the Offered Securities to the Third-Party Purchaser.

Offering Notice. Subject to Section 2, if any Loeb Xxxxxx --------------- Stockholder, General Atlantic Stockholder or Additional Stockholder (for purposes of this Section 3.2.13.1.1, a "Transferring Stockholder") ------------------------ wishes to transfer ------------------------ all or any portion of its or his Shares to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.13.1.1, a "Third Party ----------- Purchaser"), --------------------- such Transferring Stockholder shall send offer such Shares first to the Company by sending written notice (for --------- purposes of this Section 3.2.13.1.1, the "Offering -------- Notice") to Xxxxxx, the Company, --------------- with a copy to Loeb, Walker, the General Atlantic ------ Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (a) the number of Shares proposed to be transferred (for purposes of this Section 3.2.13.1.1, the "Offered Securities") ------------------ and (b) the proposed purchase price per Share which the ------------------ Transferring Stockholder is willing to accept (for purposes of this Section 3.2.13.1.1, the "Offer Price"). ----------- Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb herein shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2have been waived or shall have expired.

Offering Notice. Subject to Section 2, if any Loeb --------------- Stockholder (for purposes of this Section 3.2.1, a "Transferring Selling Stockholder") ------------------------ wishes to transfer all or any portion of its ------------------- its, his or his her Shares to any Person (other than to a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Party ----------- Purchaser")) prior to the IPO Effectiveness Date, such Transferring Selling --------------------- Stockholder shall send offer such Shares first to the Company, by sending written notice (for --------- purposes of this Section 3.2.1, the "Offering Notice") to Xxxxxx, the Company, --------------- the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, Company which shall state (a) the number --------------- of Shares proposed to be transferred (for purposes of this Section 3.2.1, the "Offered Securities") and (b) the ------------------ proposed purchase price per Share which the ------------------ Transferring Selling Stockholder is willing to accept (for purposes of this Section 3.2.1, the "Offer Price"). The Company, provided that notwithstanding anything upon delivery of the Offering Notice, ----------- promptly will send copies of such notice to all Stockholders who are not Selling Stockholders. Upon delivery of the Offering Notice to the ----------- -------- contrary contained in this AgreementCompany, such offer shall be irrevocable unless and until the rights of first offer provided for purposes of Section 3.2, a Permitted Transferee of Loeb herein shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2have been waived or shall have expired.

Offering Notice. Subject to Section 2, if any Loeb --------------- Stockholder (for purposes of this Section 3.2.1, a "Transferring Stockholder") ------------------------ wishes to transfer all or any portion of its or his Shares to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Party ----------- Purchaser"), such Transferring Stockholder shall send offer such Shares first to --------- Xxxxxx by sending written notice (for --------- purposes of this Section 3.2.1, the "Offering Notice") to Xxxxxx, with a copy to the Company, --------------- the General Atlantic ---------------- Stockholders and the Additional Stockholders who, in each case, is not a Transferring StockholderStockholders, which shall state (a) the number of Shares proposed to be transferred (for purposes of this Section 3.2.1, the "Offered Securities") and (b) the proposed purchase price per Share which the ------------------ ------------------- Transferring Stockholder is willing to accept (for purposes of this Section 3.2.1, the "Offer Price"), provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2.

Offering Notice. Subject to Section 2, if any Loeb Xxxxxx --------------- Stockholder, General Atlantic Stockholder or Additional Stockholder (for purposes of this Section 3.2.13.1.1, a "Transferring Stockholder") ------------------------ wishes to transfer ------------------------ all or any portion of its or his Shares to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.13.1.1, a "Third Party ----------- Purchaser"), --------------------- such Transferring Stockholder shall send written notice (for --------- purposes of this Section 3.2.13.1.1, the "Offering Notice") to Xxxxxx, the Company, with a copy to Loeb, --------------- Xxxxxx, the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (a) the number of Shares proposed to be transferred (for purposes of this Section 3.2.13.1.1, the "Offered Securities") and (b) the proposed purchase price per Share which ------------------ the ------------------ Transferring Stockholder is willing to accept (for purposes of this Section 3.2.13.1.1, the "Offer Price"). Upon delivery of the Offering Notice, such offer ----------- shall be irrevocable unless and until the rights of first offer provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb herein shall mean only those Persons described in clauses (b)(i) and (b)(ii) of Section 2have been waived or shall have expired.

Offering Notice. Subject to Section 2Sections 2.2, 2.3, 2.4 and 3.1(h), --------------- if any Loeb --------------- New Stockholder (for purposes of this Section 3.2.1, a "Transferring StockholderSelling Stockholder ") ------------------------ wishes to transfer all or any ------------------- portion of its or his Shares to any Person (other than a to its Permitted Transferee) (for purposes of this Section 3.2.1, 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, such Transferring Selling Stockholder shall send written then offer to sell such Shares by sending notice (for --------- purposes of this Section 3.2.1, the an "Offering Notice") to Xxxxxx, each Investor --------------- Stockholder and the Company, --------------- the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (ai) the number of Shares proposed to be transferred (for purposes of this Section 3.2.1, the "Offered Securities") and ); (bii) the proposed purchase price per Share which ------------------ proposed by the ------------------ Transferring Selling Stockholder is willing to accept or offered by the Third Party Purchaser for the Offered Securities (for purposes of this Section 3.2.1, the "Offer Price"), provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb shall mean only those Persons described in clauses (b)(i) ; and (b)(iiiii) the other terms and ----------- conditions of Section 2such 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, if any Loeb --------------- Stockholder Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, (for purposes of this Section 3.2.1, a "Transferring Selling Stockholder") ------------------------ wishes to transfer Transfer all or any portion of its or his Shares Shares, to any Person (other than a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Third-Party ----------- Purchaser"), such Transferring Selling Stockholder shall send offer such Shares first to the Company by sending written notice (for --------- purposes of this Section 3.2.1, the an "Offering Notice") to Xxxxxx, the Company, --------------- the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state state: (a) the name and address of the Third-Party Purchaser; (b) the number of Shares proposed to be transferred Transferred (for purposes of this Section 3.2.1, the "Offered Securities") and ); (bc) the proposed purchase price per Share which for the ------------------ Transferring Stockholder is willing to accept Offered Securities (for purposes of this Section 3.2.1, the "Offer Price")) and the type of consideration offered (including, provided that notwithstanding anything if the consideration consists in whole or in part of non-cash consideration, such information available to the ----------- -------- contrary contained in Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Agreement, for purposes Section 3.1 to analyze the economic value and investment risk of Section 3.2, a Permitted Transferee of Loeb shall mean only those Persons described in clauses (b)(i) such non-cash consideration); and (b)(iid) 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 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 of the Rightholders under this Section 23.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.