Common use of Sale of Ordinary Shares; Notice of Sale Clause in Contracts

Sale of Ordinary Shares; Notice of Sale. Subject to Section 4.6 of this Agreement, if any Class A Ordinary Holder or its Affiliates (the “Selling Shareholder”) proposes to directly or indirectly transfer any Ordinary Shares held by it, then the Selling Shareholder shall promptly give written notice (the “Transfer Notice”) to the Company, and immediately upon the expiration of the Company First Refusal Period (as defined below), to each Preferred Holder prior to such transfer, provided that the Company may by Ordinary Resolution specifically waive its rights under this Section 4 in writing, and provided that each Preferred Holder may specifically waive his, her or its rights under this Section 4 in writing. The Transfer Notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of Ordinary Shares to be sold or transferred (the “Offered Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

Appears in 3 contracts

Samples: Shareholders Agreement, Shareholders Agreement (111, Inc.), Shareholders Agreement (111, Inc.)

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Sale of Ordinary Shares; Notice of Sale. Subject to Section 4.6 of this Agreement, if any Class A Ordinary Holder or its Affiliates (the “Selling Shareholder”) proposes to directly or indirectly transfer any Ordinary Shares held by it, then the Selling Shareholder shall promptly give written notice (the “Transfer Notice”) to the Company, and immediately upon the expiration of the Company First Refusal Period (as defined below), to each Preferred Holder prior to such transfer, provided that the Company may by Ordinary Resolution specifically waive its rights under this Section 4 in writing, and provided that each Preferred Holder may specifically waive his, her or its rights under this Section 4 in writing. The Transfer Notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of Ordinary Shares to be sold or transferred (the “Offered Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

Appears in 1 contract

Samples: Shareholders Agreement (111, Inc.)

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