Common use of Secretary's Notice to be Given to Other Shareholders Clause in Contracts

Secretary's Notice to be Given to Other Shareholders. Within three Business Days after receipt of the First Refusal Notice, the Secretary shall give notice (in this Article, the "Secretary's Notice") to each of the Other Shareholders. The Secretary's Notice: (a) shall offer for sale to each of the Other Shareholders that number of Offered Shares which bears the same relationship to the total number of Offered Shares as the number of Shares held at such date by each such Other Shareholder bears to the total number of outstanding Shares at such date excluding the Offered Shares (in this Article, the "Proportionate Entitlement"); (b) shall state the price for any Offered Shares that may be purchased by the Other Shareholders and the terms of payment thereof; and (c) shall state that any Other Shareholder who wishes to purchase a number of Offered Shares less than or more than its Proportionate Entitlement shall, in its notice of acceptance under Section 6.04, indicate how many Offered Shares less than or more than its Proportionate Entitlement it wishes to purchase. The offer constituted by the Secretary's Notice shall be irrevocable and shall remain open for acceptance by the Other Shareholders for a period of 30 days after receipt thereof.

Appears in 2 contracts

Samples: Shareholder Agreement (Hostopia.com Inc.), Shareholder Agreement (Hostopia.com Inc.)

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Secretary's Notice to be Given to Other Shareholders. Within three Business Days after receipt of In the First Refusal Noticecircumstances referred to in subsection Section 8.02(a)(i), the Secretary shall give notice (in this Article, the "Secretary's Notice") to each of the Other Shareholders. The Secretary's Notice: (ai) shall offer for sale to each of the Other Shareholders that number of Offered Unsold Shares which bears the same relationship to the total number of Offered Unsold Shares as the number of Shares held at such date by each such Other Shareholder bears to the total number of outstanding Shares at such date excluding the Offered Unsold Shares (in this Article, the his "Proportionate Entitlement"); (bii) shall state that the purchase price for any Offered Unsold Shares that may shall be purchased by the Other Shareholders Selling Price thereof and the terms of payment thereofshall be payable in cash; and (ciii) shall state that any Other Shareholder who wishes to purchase a number of Offered Unsold Shares less than or more than its his Proportionate Entitlement shall, in its his notice of acceptance under Section 6.048.02(d), indicate how many Offered Unsold Shares less than or more than its his Proportionate Entitlement it he wishes to purchase. The offer constituted by the Secretary's Notice shall be irrevocable and shall remain open for acceptance by the Other Shareholders for a period of 30 days after receipt thereof.

Appears in 2 contracts

Samples: Shareholder Agreement (Hostopia.com Inc.), Shareholder Agreement (Hostopia.com Inc.)

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