Common use of Receipt of Third-Party Offer Clause in Contracts

Receipt of Third-Party Offer. If at any time the Stockholder desires to sell for cash, cash equivalents or any other form of consideration (including a promissory note) all or any part of the Shares pursuant to an offer or proposed offer from a third party (the "Proposed Transferee"), the Stockholder shall provide written notification to the Company, including a submission of a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

Appears in 9 contracts

Samples: Stock Restriction Agreement (Tasker Capital Corp), Stock Restriction Agreement (Tasker Capital Corp), Stock Restriction Agreement (Tasker Capital Corp)

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Receipt of Third-Party Offer. If at any time the Stockholder Employee desires to sell for cash, cash equivalents or any other form of consideration (including a promissory note) all or any part of the Vested Shares pursuant to an offer or proposed offer from a third party (the "Proposed Transferee"), the Stockholder Employee shall provide written notification to the Company, including a submission of submit a written offer (the "Offer") to sell such Vested Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Stockholder Employee proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Vested Shares owned by the StockholderEmployee, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

Appears in 3 contracts

Samples: Restricted Stock Award Agreement (pSivida LTD), Restricted Stock Award Agreement (pSivida LTD), pSivida LTD

Receipt of Third-Party Offer. If at any time the Stockholder desires to sell for cash, cash equivalents or any other form of consideration (including a promissory note) all or any part of the his Shares pursuant to an offer or proposed offer from a third party (the "Proposed Transferee"), the Stockholder shall provide written notification to the Company, including a submission of submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

Appears in 2 contracts

Samples: Nonqualified Stock Option Grant Agreement (TechTarget Inc), Stock Restriction Agreement (Intuit Inc)

Receipt of Third-Party Offer. If at any time the Stockholder desires to sell for cash, cash equivalents or any other form of consideration (including a promissory note) all or any part of the his Vested Shares pursuant to an offer or proposed offer from a third party (the "Proposed Transferee"), the Stockholder shall provide written notification to the Company, including a submission of submit a written offer (the "Offer") to sell such Vested Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

Appears in 2 contracts

Samples: Phase Forward Incorporated (Phase Forward Inc), Phase Forward Incorporated (Phase Forward Inc)

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Receipt of Third-Party Offer. If at any time the Stockholder desires to sell for cash, cash equivalents or any other form of consideration (including a promissory note) all or any part of the Shares pursuant to an offer or proposed offer from a third party (the "Proposed Transferee"), the Stockholder shall provide written notification to the Company, including a submission of a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms terras and conditions, including deferred payment (if applicable), set forth therein.

Appears in 1 contract

Samples: Stock Restriction Agreement (Tasker Capital Corp)

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