Examples of First Transfer Notice in a sentence
If a Non-Selling Shareholder exercises such right and notifies the Selling Shareholder in writing of the number of Transfer Shares to be purchased, then such Non-Selling Shareholder shall complete the purchase of the Transfer Shares on the same terms and conditions as those set out in the First Transfer Notice.
Each Non-Selling Shareholder shall be entitled to elect to purchase all or any part of such Non-Selling Shareholder’s pro rata share of the Transfer Shares at the price and upon the terms and conditions specified in the First Transfer Notice by delivering a written notice to the Selling Shareholder within twenty (20) Business Days after the date of the First Transfer Notice (the “First Refusal Period”) stating therein the number of the Transfer Shares to be purchased.
If an RFR Shareholder fails to deliver the Purchase Notice within thirty (30) days following the receipt of a First Transfer Notice, it may not exercise its right of first refusal in such Transfer.
If no RFR Shareholder elects to exercise the right of first refusal, all but not less than all Offered Ordinary Shares may be transferred in accordance with the First Transfer Notice.
Completion of the Transfer of the Offered Ordinary Shares to the third party transferee(s) set forth in the First Transfer Notice (and if applicable, the Purchasing Shareholders) shall occur no later than the later of (i) thirty (30) days after the receipt of the Second Transfer Notice or (ii) the determination of the value of the shares by an independent appraiser pursuant to Sections 4.2(d)(iii) and 4.2(d)(iv).
The First Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.
Within thirty (30) days following the receipt of the First Transfer Notice (subject to extension as provided in Sections 4.2(d)(iii) and 4.2(d)(iv)), RFR Shareholders may exercise their right of first refusal by giving notice, pursuant to Sections 4.2(d), to the Selling Shareholder ("Purchase Notice"), with a copy to the Company.
Unless written consent of each RFR Shareholder is obtained, if such Transfer is not completed within the time period prescribed in this Section 4.3, or if any proposed terms or conditions with respect to the Transfer of the Offered Shares become more favorable to the proposed purchaser than those set forth in the First Transfer Notice, then such proposed Transfer shall again be subject to the right of first refusal, and the procedures in connection therewith, set forth in Section 4.2.
The First Transfer Notice shall certify that such Selling Shareholder has received a firm offer from a third party transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the First Transfer Notice.
The First Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed transfer.