STRATEGIC PARTNER OFFER TO FOUNDING SHAREHOLDER AND OTHER STRATEGIC PARTNERS Sample Clauses

STRATEGIC PARTNER OFFER TO FOUNDING SHAREHOLDER AND OTHER STRATEGIC PARTNERS. The provisions of this Section 15.3 shall apply prior to an Initial Public Offering. In the event that a Strategic Partner wishes to sell all, but not less than all, of its Common Shares (in this Section 15.3, the "Exiting Strategic Partner"), it shall, by notice in writing (in this Section 15.3, the "Offer"), offer to sell such Common Shares (in this Section 15.3, collectively the "Offered Shares"), to the Founding Shareholder and the other Strategic Partners (in this Section 15.3, the "Offerees") at a specified price, which must be paid in cash (in this Section 15.3, the "Offer Price"). The Offer shall be open for acceptance by written notice (in this Section 15.3, the "Notice") delivered to the Exiting Strategic Partner specifying a number of Common Shares desired to be purchased (which number shall not exceed the number of Common Shares which is equal to the product obtained when: (1) the number of Common Shares to be sold by the Exiting Strategic Partner is multiplied by (2) a fraction the numerator of which is the number of Common Shares held by the particular Offeree at the date of Offer and the denominator of which is the aggregate number of Common Shares held by all of the Offerees as at the date of the Offer) for a period of 15 business days after receipt by the Offerees of the Offer (in this Section 15.3, the "Notice Period"). In the event that, prior to the expiry of the Notice Period, no Offeree specifies that it wishes to purchase any of the Exiting Strategic Partner's Common Shares, the Exiting Strategic Partner shall not be permitted to sell any of its Common Shares under this Section 15.3 pursuant to the Offer. If the Offer is accepted by at least one of the Offerees on or before the expiry of the Notice Period (in this Section 15.3, the "First Purchaser(s)"), then the Exiting Strategic Partner shall, by notice in writing (in this Section 15.3, the "Second Offer"), offer those Common Shares which have not yet been accepted by the Offeree(s) under the Offer (in this Section 15.3, the "Remaining Common Shares"), to the First Purchaser(s) only, at the same Offer Price. The Second Offer shall be open for acceptance by written notice (in this Section 15.3, the "Second Notice") delivered to the Exiting Strategic Partner for a period of 15 business days after receipt by the First Purchaser(s) of the Second Offer (in this Section 15.3, the "Second Notice Period"). Notwithstanding anything herein to the contrary, the terms and conditions of the Sec...