Procedures for Rights of First Offer. (i) Any Shareholder (the "Seller") desiring to Transfer any Sale Shares held by such Seller in a transaction subject to rights of first offer pursuant to Section 6(a)(i) or 6(b)(i) above shall give written notice (a "Sales Notice") to the other Shareholders that the Seller desires to effect such a Transfer (a "Sale") and setting forth the number of Sale Shares proposed to be Transferred by the Seller in such Sale and the purchase price per share in cash it desires for such Sale Shares (the "Sales Price"). (ii) The receipt of the Sales Notice by each other Shareholder shall constitute an offer revocable only as provided below in this Section 6(c) (the "Offer") by the Seller to sell to such Shareholder for cash the relevant Sale Shares at the Sales Price. Each Shareholder, or any group of one or more Shareholders, receiving an Offer shall have a 30-day period (the "Order Period") in which to give a written notice (a "Bid") to the Seller, which written notice shall state the number of Sale Shares that such Shareholder or group of Shareholders proposes to purchase at the Sales Price; provided, however, that all Bids must in the aggregate be for all of the Sale Shares the Seller proposes to Transfer as stated in the Sales Notice, unless the Seller, in its sole discretion, elects to accept Bids for less than all of the Sale Shares proposed to be sold. (iii) Upon the receipt of any Bids, which Bids in the aggregate are for the purchase of not less than all the Sale Shares, the Seller shall have the right to solicit offers for the Sale Shares from any third party (a "Third-Party Offer") for a period of 90 days from the date the Order Period expires (the "Third-Party Offer Period"). To the extent the Seller receives a Third-Party Offer and such Third-Party Offer contains a proposed sales price in excess of the Sales Price, then the Seller shall have the right to sell the Sale Shares to the third party pursuant to its Third-Party Offer. If no Bids are delivered during the Order Period, or if the Bids received are not in the aggregate for all the Sale Shares, then the Seller shall be entitled to accept, in its 16 sole discretion, any Third-Party Offer it so chooses within the Third-Party Offer Period at a sales price and on terms and conditions no less favorable to the Seller than those set forth in the Sales Notice. If such sale pursuant to a Third-Party Offer is not consummated within 60 days from the end of the Third-Party Offer Period (the "Third Party Closing Period") (or such longer period as may be provided pursuant to clause (v) below), then no such sale shall be consummated without once again following the procedures under this Section 6. (iv) The Shareholder or group of Shareholders providing a Bid which is accepted by the Seller shall be under a binding obligation to purchase and pay for all the Sale Shares accepted pursuant to their Bid within a 60-day period (or such longer period as may be provided pursuant to clause (v) below) from the date on which the purchasing Shareholder (or group of Shareholders) receives written notice of the Seller's acceptance of their Bid (the "Bid Closing Period"), which notice shall be given promptly after the expiration of the Third-Party Offer Period if no qualifying Third-Party Offers have been received or, if earlier, the Seller's determination to accept the Bid. At the closing of any purchase of the Sale Shares by any purchasing Shareholders, the Seller shall deliver to the purchasing Shareholders, against receipt of the purchase price therefor by cash or certified or bank cashier's check, the certificate or certificates representing the Sale Shares each such purchasing Shareholder has elected to purchase, properly endorsed for transfer, with all necessary transfer and documentary stamps affixed, and in a form such that upon presentation to the Company, the Sale Shares represented thereby may be registered in the names of the respective purchasers. (v) If the purchase and sale of the Sale Shares pursuant to a Third-Party Offer or any Bid, as the case may be, is subject to any prior regulatory approval, consent, waiver, notice or like requirement, then, provided that the third party or the purchasing Shareholder(s), as the case may be, shall promptly make any necessary filings or applications for, and diligently pursue, the satisfaction of such regulatory requirements, the time period during which such purchase and sale must be consummated shall be extended until the earlier of (i) five Business Days after all such regulatory requirements have been satisfied and (ii) 90 days after the expiration of the Third-Party Closing Period or the Bid Closing Period, as the case may be, provided, that such 90-day period shall be extended by an additional 90 days upon written request of the Seller or the third party or the purchasing Shareholder(s), as the case may be, unless the Seller shall deliver to such third party or Shareholder(s), as the case may be, an opinion of counsel experienced in the relevant area of law or regulation that such regulatory requirements cannot be satisfied by such third party or Shareholder(s), as the case may be. (vi) If the aggregate number of shares offered to be purchased in all Bids received by the Seller exceeds the number of Sale Shares, and if such Bids are accepted, the Sale Shares shall be allocated among such Bids pro rata based on the number of Sale Shares offered to be purchased in each Bid. Each Bid shall be irrevocable, regardless of whether the number of Sale Shares to be delivered upon acceptance of such Bid shall be reduced in accordance with the foregoing, and shall be
Appears in 1 contract
Procedures for Rights of First Offer. (i) Any Shareholder (the "Seller") desiring to Transfer any Sale Shares held by such Seller in a transaction subject to rights of first offer pursuant to Section 6(a)(i) or 6(b)(i) above shall give written notice (a "Sales Notice") to the other Shareholders that the Seller desires to effect such a Transfer (a "Sale") and setting forth the number of Sale Shares proposed to be Transferred by the Seller in such Sale and the purchase price per share in cash it desires for such Sale Shares (the "Sales Price").
(ii) The receipt of the Sales Notice by each other Shareholder shall constitute an offer revocable only as provided below in this Section 6(c) (the "Offer") by the Seller to sell to such Shareholder for cash the relevant Sale Shares at the Sales Price. Each Shareholder, or any group of one or more Shareholders, receiving an Offer shall have a 30-day period (the "Order Period") in which to give a written notice (a "Bid") to the Seller, which written notice shall state the number of Sale Shares that such Shareholder or group of Shareholders proposes to purchase at the Sales Price; provided, however, that all Bids must in the aggregate be for all of the Sale Shares the Seller proposes to Transfer as stated in the Sales Notice, unless the Seller, in its sole discretion, elects to accept Bids for less than all of the Sale Shares proposed to be sold.
(iii) Upon the receipt of any Bids, which Bids in the aggregate are for the purchase of not less than all the Sale Shares, the Seller shall have the right to solicit offers for the Sale Shares from any third party (a "Third-Party Offer") for a period of 90 days from the date the Order Period expires (the "Third-Party Offer Period"). To the extent the Seller receives a Third-Party Offer and such Third-Party Offer contains a proposed sales price in excess of the Sales Price, then the Seller shall have the right to sell the Sale Shares to the third party pursuant to its Third-Party Offer. If no Bids are delivered during the Order Period, or if the Bids received are not in the aggregate for all the Sale Shares, then the Seller shall be entitled to accept, in its 16 sole discretion, any Third-Party Offer it so chooses within the Third-Party Offer Period at a sales price and on terms and conditions no less favorable to the Seller than those set forth in the Sales Notice. If such sale pursuant to a Third-Party Offer is not consummated within 60 days from the end of the Third-Party Offer Period (the "Third Party Closing Period") (or such longer period as may be provided pursuant to clause (v) below), then no such sale shall be consummated without once again following the procedures under this Section 6.
(iv) The Shareholder or group of Shareholders providing a Bid which is accepted by the Seller shall be under a binding obligation to purchase and pay for all the Sale Shares accepted pursuant to their Bid within a 60-day period (or such longer period as may be provided pursuant to clause (v) below) from the date on which the purchasing Shareholder (or group of Shareholders) receives written notice of the Seller's acceptance of their Bid (the "Bid Closing Period"), which notice shall be given promptly after the expiration of the Third-Party Offer Period if no qualifying Third-Party Offers have been received or, if earlier, the Seller's determination to accept the Bid. At the closing of any purchase of the Sale Shares by any purchasing Shareholders, the Seller shall deliver to the purchasing Shareholders, against receipt of the purchase price therefor by cash or certified or bank cashier's check, the certificate or certificates representing the Sale Shares each such purchasing Shareholder has elected to purchase, properly endorsed for transfer, with all necessary transfer and documentary stamps affixed, and in a form such that upon presentation to the Company, the Sale Shares represented thereby may be registered in the names of the respective purchasers.
(v) If the purchase and sale of the Sale Shares pursuant to a Third-Party Offer or any Bid, as the case may be, is subject to any prior regulatory approval, consent, waiver, notice or like requirement, then, provided that the third party or the purchasing Shareholder(s), as the case may be, shall promptly make any necessary filings or applications for, and diligently pursue, the satisfaction of such regulatory requirements, the time period during which such purchase and sale must be consummated shall be extended until the earlier of (i) five Business Days after all such regulatory requirements have been satisfied and (ii) 90 days after the expiration of the Third-Party Closing Period or the Bid Closing Period, as the case may be, provided, that such 90-day period shall be extended by an additional 90 days upon written request of the Seller or the third party or the purchasing Shareholder(s), as the case may be, unless the Seller shall deliver to such third party or Shareholder(s), as the case may be, an opinion of counsel experienced in the relevant area of law or regulation that such regulatory requirements cannot be satisfied by such third party or Shareholder(s), as the case may be.
(vi) If the aggregate number of shares offered to be purchased in all Bids received by the Seller exceeds the number of Sale Shares, and if such Bids are accepted, the Sale Shares shall be allocated among such Bids pro rata based on the number of Sale Shares offered to be purchased in each Bid. Each Bid shall be irrevocable, regardless of whether the number of Sale Shares to be delivered upon acceptance of such Bid shall be reduced in accordance with the foregoing, and shall bethe
Appears in 1 contract
Samples: Shareholders Agreement (Voicestream Wireless Holding Corp)
Procedures for Rights of First Offer. (i) Any Shareholder If any BEC Group member or any controlling person thereof proposes to Transfer any BEC Subject Assets (the "SellerSale Assets") desiring ), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Sale Assets to any Sale Shares held by such Seller in a transaction subject to rights of first offer pursuant to Section 6(a)(i) or 6(b)(i) above non-affiliated third party, BEC shall give BBEP written notice (a "Sales Notice") to the other Shareholders that the Seller desires to effect such a Transfer (a "Sale") and setting forth a description of the number Sale Assets and all material terms and conditions of Sale Shares the proposed to be Transferred by the Seller in such Sale and the purchase Transfer other than an offer price per share in cash it desires for such Sale Shares (the "Sales PriceTransfer Notice").
. BBEP then shall have a period of fifteen (ii15) The receipt business days following the delivery by BEC of the Sales Transfer Notice by each other Shareholder shall constitute an offer revocable only as provided below in this Section 6(c) (the "OfferFirst Offer Negotiation Period') to elect to make an offer to BEC for the purchase by BBEP of the Sale Assets. In the event that BBEP elects to make such an offer, then BBEP shall, within said period, provide the offer price and terms on which BBEP is willing to acquire such Sale Assets (") by Offer Notice"). If those terms are acceptable to BEC then the Seller parties agree to sell negotiate in good faith to reach an agreement for the Transfer of such Shareholder for cash Sale Assets to the relevant Sale Shares at the Sales Price. Each Shareholder, Potential Transferee or any group of one or more Shareholders, receiving an its Affiliates on the terms and conditions set forth in the Transfer Notice and Offer shall have a 30-day period (the "Order Period") in which to give a written notice (a "Bid") Notice. If no such agreement with respect to the SellerSale Assets is reached during the First Offer Negotiation Period, which written notice shall state then BEC may proceed to negotiate and sell the number of Sale Shares that such Shareholder or group of Shareholders proposes Assets to purchase at the Sales Pricea third-party; provided, however, that all Bids must nothing shall preclude BBEP from participating in any such sale process including the aggregate be for all making of a bid or other offer on any terms it desires. If BBEP and BEC do not reach agreement during the Sale Shares the Seller proposes First Offer Negotiation Period, and BEC has not Transferred, or agreed in writing to Transfer as stated in the Sales Notice, unless the Seller, in its sole discretion, elects such Sale Assets to accept Bids for less than all of the Sale Shares proposed to be sold.
(iii) Upon the receipt of any Bids, which Bids in the aggregate are for the purchase of not less than all the Sale Shares, the Seller shall have the right to solicit offers for the Sale Shares from any a third party (a "Third-Party Offer") for a period of 90 days from the date the Order Period expires (the "Third-Party Offer Period"). To the extent the Seller receives a Third-Party Offer and such Third-Party Offer contains a proposed sales price in excess of the Sales Price, then the Seller shall have the right to sell the Sale Shares to the third party pursuant to its Third-Party Offer. If no Bids are delivered during the Order Period, or if the Bids received are not in the aggregate for all the Sale Shares, then the Seller shall be entitled to accept, in its 16 sole discretion, any Third-Party Offer it so chooses within the Third-Party Offer Period at a sales price and on terms and conditions no less favorable to the Seller than those set forth in the Sales Notice. If such sale pursuant to a Third-Party Offer is not consummated within 60 days from one year after the end of the Third-Party First Offer Period (the "Third Party Closing Negotiation Period") (or such longer period as may be provided pursuant to clause (v) below), then no such sale BEC shall be consummated without once again following the procedures under this Section 6.
(iv) The Shareholder or group of Shareholders providing a Bid which is accepted by the Seller shall be under a binding obligation to purchase and pay for all the Sale Shares accepted pursuant to their Bid within a 60-day period (or such longer period as may be provided pursuant to clause (v) below) from the date on which the purchasing Shareholder (or group of Shareholders) receives written notice of the Seller's acceptance of their Bid (the "Bid Closing Period"), which notice shall be given promptly after the expiration of the Third-Party Offer Period if no qualifying Third-Party Offers have been received or, if earlier, the Seller's determination to accept the Bid. At the closing of not thereafter Transfer any purchase of the Sale Shares by any purchasing Shareholders, the Seller shall deliver Assets without first offering such assets to the purchasing Shareholders, against receipt of the purchase price therefor by cash or certified or bank cashier's check, the certificate or certificates representing the Sale Shares each such purchasing Shareholder has elected to purchase, properly endorsed for transfer, with all necessary transfer and documentary stamps affixed, and in a form such that upon presentation to the Company, the Sale Shares represented thereby may be registered BBEP in the names of the respective purchasersmanner provided above.
(v) If the purchase and sale of the Sale Shares pursuant to a Third-Party Offer or any Bid, as the case may be, is subject to any prior regulatory approval, consent, waiver, notice or like requirement, then, provided that the third party or the purchasing Shareholder(s), as the case may be, shall promptly make any necessary filings or applications for, and diligently pursue, the satisfaction of such regulatory requirements, the time period during which such purchase and sale must be consummated shall be extended until the earlier of (i) five Business Days after all such regulatory requirements have been satisfied and (ii) 90 days after the expiration of the Third-Party Closing Period or the Bid Closing Period, as the case may be, provided, that such 90-day period shall be extended by an additional 90 days upon written request of the Seller or the third party or the purchasing Shareholder(s), as the case may be, unless the Seller shall deliver to such third party or Shareholder(s), as the case may be, an opinion of counsel experienced in the relevant area of law or regulation that such regulatory requirements cannot be satisfied by such third party or Shareholder(s), as the case may be.
(vi) If the aggregate number of shares offered to be purchased in all Bids received by the Seller exceeds the number of Sale Shares, and if such Bids are accepted, the Sale Shares shall be allocated among such Bids pro rata based on the number of Sale Shares offered to be purchased in each Bid. Each Bid shall be irrevocable, regardless of whether the number of Sale Shares to be delivered upon acceptance of such Bid shall be reduced in accordance with the foregoing, and shall be
Appears in 1 contract
Procedures for Rights of First Offer. (i) Any Shareholder (the "Seller") desiring to Transfer any Sale Shares held by such Seller in a transaction subject to rights of first offer pursuant to Section 6(a)(i) or 6(b)(i) above shall give written notice (a "Sales Notice") to the other Shareholders that the Seller desires to effect such a Transfer (a "Sale") and setting forth the number of Sale Shares proposed to be Transferred by the Seller in such Sale and the purchase price per share in cash it desires for such Sale Shares (the "Sales Price").
(ii) The receipt of the Sales Notice by each other Shareholder shall constitute an offer revocable only as provided below in this Section 6(c) (the "Offer") by the Seller to sell to such Shareholder for cash the relevant Sale Shares at the Sales Price. Each Shareholder, or any group of one or more Shareholders, receiving an Offer shall have a 30-day period (the "Order Period") in which to give a written notice (a "Bid") to the Seller, which written notice shall state the number of Sale Shares that such Shareholder or group of Shareholders proposes to purchase at the Sales Price; provided, however, that all Bids must in the aggregate be for all of the Sale Shares the Seller proposes to Transfer as stated in the Sales Notice, unless the Seller, in its sole discretion, elects to accept Bids for less than all of the Sale Shares proposed to be sold.
(iii) Upon the receipt of any Bids, which Bids in the aggregate are for the purchase of not less than all the Sale Shares, the Seller shall have the right to solicit offers for the Sale Shares from any third party (a "Third-Party Offer") for a period of 90 days from the date the Order Period expires (the "Third-Party Offer Period"). To the extent the Seller receives a Third-Party Offer and such Third-Party Offer contains a proposed sales price in excess of the Sales Price, then the Seller shall have the right to sell the Sale Shares to the third party pursuant to its Third-Party Offer. If no Bids are delivered during the Order Period, or if the Bids received are not in the aggregate for all the Sale Shares, then the Seller shall be entitled to accept, in its 16 sole discretion, any Third-Party Offer it so chooses within the Third-Party Offer Period at a sales price and on terms and conditions no less favorable to the Seller than those set forth in the Sales Notice. If such sale pursuant to a Third-Party Offer is not consummated within 60 days from the end of the Third-Party Offer Period (the "Third Party Closing Period") (or such longer period as may be provided pursuant to clause (v) below), then no such sale shall be consummated without once again following the procedures under this Section 6.
(iv) The Shareholder or group of Shareholders providing a Bid which is accepted by the Seller shall be under a binding obligation to purchase and pay for all the Sale Shares accepted pursuant to their Bid within a 60-day period (or such longer period as may be provided pursuant to clause (v) below) from the date on which the purchasing Shareholder (or group of Shareholders) receives written notice of the Seller's acceptance of their Bid (the "Bid Closing Period"), which notice shall be given promptly after the expiration of the Third-Party Offer Period if no qualifying Third-Party Offers have been received or, if earlier, the Seller's determination to accept the Bid. At the closing of any purchase of the Sale Shares by any purchasing Shareholders, the Seller shall deliver to the purchasing Shareholders, against receipt of the purchase price therefor by cash or certified or bank cashier's check, the certificate or certificates representing the Sale Shares each such purchasing Shareholder has elected to purchase, properly endorsed for transfer, with all necessary transfer and documentary stamps affixed, and in a form such that upon presentation to the Company, the Sale Shares represented thereby may be registered in the names of the respective purchasers.
(v) If the purchase and sale of the Sale Shares pursuant to a Third-Party Offer or any Bid, as the case may be, is subject to any prior regulatory approval, consent, waiver, notice or like requirement, then, provided that the third party or the purchasing Shareholder(s), as the case may be, shall promptly make any necessary filings or applications for, and diligently pursue, the satisfaction of such regulatory requirements, the time period during which such purchase and sale must be consummated shall be extended until the earlier of (i) five Business Days after all such regulatory requirements have been satisfied and (ii) 90 days after the expiration of the Third-Party Closing Period or the Bid Closing Period, as the case may be, provided, that such 90-day period shall be extended by an additional 90 days upon written request of the Seller or the third party or the purchasing Shareholder(s), as the case may be, unless the Seller shall deliver to such third party or Shareholder(s), as the case may be, an opinion of counsel experienced in the relevant area of law or regulation that such regulatory requirements cannot be satisfied by such third party or Shareholder(s), as the case may be.
(vi) If the aggregate number of shares offered to be purchased in all Bids received by the Seller exceeds the number of Sale Shares, and if such Bids are accepted, the Sale Shares shall be allocated among such Bids pro rata based on the number of Sale Shares offered to be purchased in each Bid. Each Bid shall be irrevocable, regardless of whether the number of Sale Shares to be delivered upon acceptance of such Bid shall be reduced in accordance with the foregoing, and shall bebe deemed to constitute a Bid to purchase such lesser number of Sale Shares as shall be determined on such pro rata basis. Any Shareholder which fails to deliver a Bid before the expiration of the Order Period shall be deemed to have elected not to purchase any of the Sale Shares pursuant to the Sales Notice.
Appears in 1 contract
