Common use of Sales to Third Parties Clause in Contracts

Sales to Third Parties. If at any time a Purchaser (a “Purchaser Offeror”) desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a Proposed Transferee, such Purchaser Offeror shall submit an Offer to sell the Offered Shares to the Purchasers who are not Purchaser Offerors on terms and conditions, including the Offered Price, not less favorable to the Purchasers than those on which the Purchaser Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Purchaser Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Purchasers may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Vocera Communications, Inc.)

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Sales to Third Parties. If at any time a Purchaser the Major Stockholder (a “Purchaser the "Offeror") desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), such Purchaser the Offeror shall submit an Offer a written offer (the "Offer") to sell such shares (the "Offered Shares Shares") to the Purchasers who are not Purchaser Offerors Holders on terms and conditions, including price (the "Offered Price"), not less favorable to the Purchasers Holders than those on which the Purchaser Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Purchaser Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Purchasers Holders may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. For the purposes of Section 3.1, the Offered Shares shall not include the Xxxx Stock.

Appears in 1 contract

Samples: Securityholders Agreement (Horizon Medical Products Inc)

Sales to Third Parties. If at any time a Purchaser the Major Stockholder (a “Purchaser the "Offeror") desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), such Purchaser the Offeror shall submit an Offer a written offer (the "Offer") to sell such shares (the "Offered Shares Shares") to the Purchasers who are not Purchaser Offerors Holders on terms and conditions, including price (the "Offered Price"), not less favorable to the Purchasers Holders than those on which the Purchaser Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Purchaser Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Purchasers Holders may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. For the purposes of Section 3.1, the Offered Shares shall not include the Hunt Stock.

Appears in 1 contract

Samples: Securityholders Agreement (Horizon Medical Products Inc)

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Sales to Third Parties. If at any time a Purchaser Major Stockholder (a “Purchaser an "Offeror") desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), such Purchaser Offeror shall submit an Offer a written offer (the "Offer") to sell such shares (the "Offered Shares Shares") to the Purchasers who are not Purchaser Offerors Holders on terms and conditions, including price (the "Offered Price"), not less favorable to the Purchasers Holders than those on which the Purchaser Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Purchaser Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Purchasers Holders may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. For the purposes of Section 3.1, the Offered Shares shall not include the Hunt Stock or the Peterson Stock.

Appears in 1 contract

Samples: Securityholders Agreement (Horizon Medical Products Inc)

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