Common use of Second Offer Clause in Contracts

Second Offer. (i) If the Holder proposes to sell or otherwise transfer the Transfer Interests to a third party that is not an Affiliate of the Holder at a price that is less than ninety percent (90%) of the Last Offer Price (the "Proposed Sale Price"), the Holder shall, prior to consummating such sale or transfer of the Transfer Interests to the third party, make an offer to the Company in writing and in accordance with Section 15 (the "Second Sale Notice"), to sell the Transfer Interests to the Company at the Proposed Sale Price. (ii) Subject to Section 11(c) below, if the Company does not deliver to the Holder written notice of acceptance of any offer made pursuant to Section 11(b)(i) within thirty (30) days after the Company's receipt of the Second Sale Notice, the Company shall be deemed to have waived its rights to purchase the Transfer Interests, and the Holder shall be entitled to issue and sell or otherwise transfer the Transfer Interests at the Proposed Sale Price to such unrelated third party within nine (9) months following the date of delivery of the Sale Notice, without the obligation to provide any further offers or notices to the Company.

Second Offer. (i) If the Holder holder proposes to sell or otherwise transfer the Transfer Interests to a third party that is not an Affiliate of the Holder holder at a price that is less than ninety percent (90%) of the Last Offer Price (the "Proposed Sale Price"), the Holder holder shall, prior to consummating such sale or transfer of the Transfer Interests to the third party, make an offer to the Company in writing and in accordance with Section 15 20 (the "Second Sale Notice"), to sell the Transfer Interests to the Company at the Proposed Sale Price. (ii) Subject to Section 11(c24.1(c) below, if the Company does not deliver to the Holder holder written notice of acceptance of any offer made pursuant to Section 11(b)(i24.1(b)(i) within thirty (30) days after the Company's receipt of the Second Sale Notice, the Company shall be deemed to have waived its rights to purchase the Transfer Interests, and the Holder holder shall be entitled to issue and sell or otherwise transfer the Transfer Interests at the Proposed Sale Price to such unrelated third party within nine (9) months following the date of delivery of the Sale Notice, without the obligation to provide any further offers or notices to the Company.

Second Offer. (i) If the Holder holder proposes to sell or otherwise transfer the Transfer Interests to a third party that is not an Affiliate of the Holder holder at a price that is less than ninety percent (90%) of the Last Offer Price (the "Proposed Sale Price"), the Holder holder shall, prior to consummating such sale or transfer of the Transfer Interests to the third party, make an offer to the Company in writing and in accordance with Section 15 19 (the "Second Sale Notice"), to sell the Transfer Interests to the Company at the Proposed Sale Price. (ii) Subject to Section 11(c23.1(c) below, if the Company does not deliver to the Holder holder written notice of acceptance of any offer made pursuant to Section 11(b)(i23.1(b)(i) within thirty (30) days after the Company's receipt of the Second Sale Notice, the Company shall be deemed to have waived its rights to purchase the Transfer Interests, and the Holder holder shall be entitled to issue and sell or otherwise transfer the Transfer Interests at the Proposed Sale Price to such unrelated third party within nine (9) months following the date of delivery of the Sale Notice, without the obligation to provide any further offers or notices to the Company.