Such Transfer Notice definition

Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Transferor Securities proposed to be Transferred, and (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Transferee (the "Transferee Terms"). The Right of Co-Sale may be exercised by the Remaining Stockholders delivering a written notice to the Transferor (the "Co-Sale Notice") within thirty (30) calendar days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Shares (or Preferred Shares) that each Remaining Stockholder wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Amount. Upon the giving of a Co-Sale Notice, a Stockholder shall be irrevocably obligated to sell the number of Shares or (Preferred Shares) set forth in its Co-Sale Notice to the Transferee (or the Transferor, if applicable) on the Transferee Terms.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Such Transfer Notice shall identify the Transfer Stock, the consideration for the Transfer Stock, the identity of any third party offeror, if any, and all the other terms and conditions of such Transfer Offer. The SSC Party shall provide the Transfer Notice to the Company and Investors (collectively, the "Transfer Offerees"). The Transfer Notice shall constitute an irrevocable offer by the SSC Party (a "First Offer") to sell the Transfer Stock to the Transfer Offerees at a price equal to the price and upon the same terms contained in the Transfer Notice, and the Transfer Offerees shall be entitled to purchase the Transfer Stock upon substantially the The Transfer Offerees shall have the irrevocable right and option (the "Right of First Offer"), exercisable as provided below, to accept the First Offer as to all Shares of the Transfer Stock. The Company and Investors shall consult as to their interest in purchasing the Shares and the Company shall have the priority amongst the two to purchase Shares. If the Company and Investors after consultation desire to exercise such option with respect to a First Offer they shall provide the SSC Party with an irrevocable written notice to purchase all Shares of the Transfer Stock and specifying the number of Shares of Transfer Stock to be purchased by each of Investors and the Company pursuant to such First Offer (the "Notice"), which shall be binding on said Transfer Offeree, within 15 Business Days after the date of the Transfer Notice (the " Notice Period"), provided, however, that any Transfer Offer must be accepted by the Transfer Offerees in the aggregate with respect to all of the Transfer Stock or it may not be accepted at all.

Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Securityholder Securities proposed to be Transferred, and (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Transferee (the "Transferee Terms"). The Right of Co-Sale may be exercised by the Remaining Securityholders delivering a written notice to the Transferor (the "Co-Sale Notice") within fifteen (15) calendar days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Securityholder Securities that such Remaining Securityholder wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Pro Rata Share. Upon the giving of a Co-Sale Notice, a Securityholder shall be irrevocably obligated to sell the number of Securityholder Securities set forth in its Co-Sale Notice to the Transferee on the Transferee Terms.

Examples of Such Transfer Notice in a sentence

Such Transfer Notice shall be accompanied by true and complete copies of all agreements between the Transferring Shareholder and the Transferee regarding the proposed Transfer.
Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee.
Such Transfer Notice shall set forth in reasonable detail the terms and conditions of such proposed Transfer, including (i) the percentage of such Selling Investor’s Shares that would be Transferred, (ii) the number of Shares proposed to be Transferred (the “Offered Shares”), (iii) the proposed amount and form of consideration to be paid for the Offered Shares and (iv) all other material terms of the proposed Transfer.
Such Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer and the identity of the Proposed Transferee.
Such Transfer Notice may be denied by the Executive Committee if the Executive Committee, in its sole discretion, believes in good faith that the Transfer would have a negative impact on the market for the Company’s Class A Shares.
Such Transfer Notice shall identify the Transfer Stock and the cash purchase price for the Transfer Stock.
Such Transfer Notice shall set forth in reasonable detail the terms and conditions of such proposed Transfer, including (i) the percentage of such Investor’s Shares that would be Transferred, (ii) the number of Shares proposed to be Transferred (the “Offered Shares”), (iii) the proposed amount and form of consideration to be paid for the Offered Shares and (iv) all other material terms of the proposed Transfer.
Such Transfer Notice shall be accompanied by true and complete copies of all agreements between the Transferring Party and the Transferee regarding the Significant Transfer.
Such Transfer Notice shall set out the terms and conditions for the Transfer of the Sale Shares including the proposed price and terms of sale and shall not be revocable.
Such Transfer Notice shall identify the Transfer Stock, the consideration for the Transfer Stock, the identity of any third party offeror, if any, and all the other terms and conditions of such Transfer Offer.

More Definitions of Such Transfer Notice

Such Transfer Notice shall contain the name of the proposed recipient, the number and class of shares involved and the proposed purchase price and terms.

Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Securities proposed to be Transferred and (ii) the proposed amount and form of consideration and material terms and conditions of the Transfer. The Right of Co-Sale may be exercised by any Covered Stockholder and/or CDPQ, as the case may be, by delivering a written notice to the Genstar Parties (the "CO-SALE NOTICE") within ten (10) business days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Securities that each Covered Stockholder and/or CDPQ, as the case may be, wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Pro Rata Share of the Transferor Securities. Upon the giving of a Co-Sale Notice, each Covered Stockholder and/or CDPQ, as the case may be, shall be obligated to sell the number of Securities set forth in its Co-Sale Notice to the Transferee on the same (or no less favorable) terms (including, without limitation, price) and at the same time as the Genstar Parties.