Common use of Third Party Offer Clause in Contracts

Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Party intends to Transfer its Ownership Interest (the “Offeror Party”) and such Offeror Party receives a bona fide offer (and “Offer”) from a third party (a “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s Notice”) to the remaining Party (the “Remaining Party”) at least sixty (60) Business Days prior to the closing of such Transfer, stating that the Offeror Party intends to make a Transfer, identifying the name and address of the Third Party Transferee, specifying the number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests which the Third Party Transferee has offered to pay for the First Refusal Party’s Interests (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the purchase price and non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Transferee.

Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Party intends to Transfer its Ownership Interest (the “Offeror Party”) and such Offeror Party receives a bona fide offer (and an “Offer”) from a third party (a “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s Notice”) to the remaining Party (the “Remaining Party”) at least sixty (60) Business Days prior to the closing of such Transfer, stating that the Offeror Party intends to make a Transfer, identifying the name and address of the Third Party Transferee, specifying the number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests which the Third Party Transferee has offered to pay for the First Refusal Party’s Interests (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the purchase price and non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Transferee.

Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Party intends to Transfer its Ownership Interest Stockholder (the “Offeror PartyStockholder Offeree”) and such Offeror Party receives a “bona fide fide” written offer, whether such offer is transmitted to one or more Stockholders of the Company, (and the “Third Party Offer”) from a third party potential transferee (a the “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s NoticeOfferor”) to purchase Shares owned by the remaining Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any of such Shares unless (a) such Stockholder Offeree has complied with the “Remaining Party”) at least sixty (60) Business Days provisions of this Article III prior to taking any such action, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following the closing of such Transfer, stating that the Offeror Party intends to make a Transfer, identifying the name and address receipt of the Third Party TransfereeOffer, specifying the Stockholder Offeree shall obtain from the Third Party Offeror a statement in writing addressed to the Stockholder Offeree and signed by the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Ownership Interests proposed Shares covered by the Third Party Offer, the price per Share to be purchased or acquired directly or indirectly pursuant to paid by the Offer Third Party Offeror (the “First Refusal Party’s InterestsThird Party Price”) and specifying the purchase price per Ownership Interests which terms of payment of such Third Party Price; (iii) a representation that the Third Party Transferee Offer has offered been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to pay for be bound by the First Refusal Partyterms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s Interests name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Sale PriceOther Stockholders”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a copy Sale of the offer and all key terms Company pursuant to clause (ii) or (iii) of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the purchase price and non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Transfereedefinition thereof.

Third Party Offer. Transfers (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock held by the FS Stockholder to a Third Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Party intends to Transfer its Ownership Interest (, the “Offeror Party”) and such Offeror Party receives a FS Stockholder shall cause each bona fide offer (and “Offer”) from a third party such Third Party to purchase such shares from the FS Stockholder (a “Third "Third-Party Transferee”), the Offeror Party must give prompt Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (“Seller’s the "Initial Offer Notice”") to the remaining other Stockholders. Each Third-Party Offer shall include an offer to purchase shares of Common Stock from the Existing Stockholders and the Ripplewood Stockholder, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the FS Stockholder to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the FS Stockholder relating thereto). If a Stockholder desires to accept the offer contained in the Initial Offer Notice, such Stockholder shall furnish written notice to the FS Stockholder, within 20 days after its receipt of the Initial Offer Notice, indicating such Stockholder's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock such Stockholder agrees to sell to the Third Party (the “Remaining Party”) at least sixty (60) Business Days prior "Acceptance Notice"). If a Stockholder does not furnish an Acceptance Notice to the closing FS Stockholder in accordance with these provisions by the end of such Transfer20-day period, stating that such Stockholder shall be deemed to have irrevocably rejected the Offeror Party intends offer contained in the Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notices of the Stockholders together with the shares of Common Stock proposed to make a Transfer, identifying be sold by the name and address of FS Stockholder to the Third Party Transferee, specifying are referred to collectively as "All Offered Shares". Within five days after the number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests date on which the Third Party Transferee informs the FS Stockholder of the total number of shares of Common Stock which such Third Party has offered agreed to pay for purchase in accordance with the First Refusal Party’s Interests terms specified in the Initial Offer Notice, the FS Stockholder shall send written notice (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments "Final Notice") to the purchase price and non-standard terms, if any). In participating Stockholders setting forth the event number of a Transfer in which the Sale Price is not entirely cash (or the portion shares of the Sale Price attributable Common Stock each participating Stockholder shall sell to the Ownership Interests is not readily ascertainable), the Sale Price shall be Third Party as determined in accordance with Subsection 3.3 of this Section 3.3.4. The Remaining Party agrees to maintain such offer 3, which number shall not exceed the maximum number specified by a Stockholder in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Transferee.its