The Transfer Notice definition

The Transfer Notice shall constitute an irrevocable offer (the "Offer") by Shareholder to sell to the Company the Offered Shares at a price (the "Offer Price") equal to (x) in the case of the Convertible Preferred Stock, the aggregate price specified by Shareholder in the Transfer Notice and (y) in the case of the Common Stock, the aggregate Fair Market Value of such Offered Shares on the date of delivery of the Transfer Notice. The Company shall have the right, exercisable by written notice given by the Company to Shareholder within 30 days after receipt of such Transfer Notice, to purchase (or to cause a person or group designated by the Company to purchase) all, but not a part of, the Offered Shares specified in such Transfer Notice for cash at the Offer Price by delivery of a notice (the "Exercise Notice") to Shareholder stating the Company's irrevocable acceptance of the Offer.

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The Transfer Notice shall contain an irrevocable offer (a "First Offer") to sell the Transfer Stock to the Transfer Offerees at a price equal to the price and upon substantially the same terms and conditions as the terms and conditions contained in such Transfer Offer; provided, however, that in the event the terms of the Transfer Offer entitle the Third Party to purchase the Transfer Stock for securities of such Third Party (the "Offered Securities") or other property, the Transfer Offerees shall be entitled to purchase the Transfer Stock for an amount of cash equal to the fair market value, as determined by a nationally recognized investment banking firm selected by the Seller of the Transfer Stock, of the Offered Securities or such other property. Upon receipt of the Transfer Notice, the Transfer Offerees shall have the irrevocable right and option (the "Right of First Offer"), exercisable as provided below, to accept the First Offer for all shares of the Transfer Stock (subject to the provisions set forth below) at the price specified in the Transfer Notice. In the event there is more than one Transfer Offeree, then the First Offer shall be allocated among the Transfer Offerees in such proportion as the Transfer Offerees shall determine, or if such Transfer Offerees are unable to determine such allocation, the Transfer Stock shall be prorated among the Transfer Offerees based upon their respective percentage ownership of Shares (on a Fully Diluted Basis) of the Transfer Offerees electing to purchase Transfer Stock; provided that, unless the Seller shall have consented to the purchase of less than all of the Transfer Stock, the Transfer Offerees may not purchase any Transfer Stock unless all the Transfer Stock is to be purchased. If the Transfer Offeree desires to exercise such option with respect to a First Offer, the Transfer Offeree shall provide the Seller with an irrevocable written notice of acceptance which shall be binding on said Transfer Offeree. The notice of acceptance must be provided to the Seller within thirty (30) days after the date the Transfer Notice is given (the "Notice Period"), and a copy of which notice of acceptance shall simultaneously be provided to the Company.

The Transfer Notice shall also set forth whether the Buyer is only purchasing Series F Preferred Stock or if the Buyer is willing to purchase both Series F Preferred Stock and Common Stock. Upon receipt of such Transfer Notice, each Tag-Along Stockholder shall have the right to elect to sell to the Buyer, on the same terms and conditions as the Selling Stockholder, shares of Series F Preferred Stock or, in the event the Buyer will purchase shares of Common Stock, both shares of Preferred Stock and shares of Common Stock. In the event Buyer will purchase Common Stock, a Tag-Along Stockholder shall be entitled to convert any other classes of the Company's preferred stock into and exercise any warrants or options held by such Tag-Along Stockholder for shares of Common Stock prior to any sale of Common Stock to the Buyer. The number of shares of Preferred Stock and Common Stock that each Tag-Along Stockholder shall be entitled to sell shall each be equal to the product attained by multiplying (a) the number of shares of Series F Preferred Stock or Common Stock (computed on an as converted basis) held by the Tag- Along Stockholder times (b) the quotient derived by dividing (i) the number of shares of Series F

Examples of The Transfer Notice in a sentence

The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.
The 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.
The Transfer Notice shall be signed by both the Optionee and the Proposed Transferee and must constitute a binding commitment of the Optionee and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal.
The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer.
The Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).
The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares.
The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares.
The Transfer Notice shall certify that the Transferor has received a firm offer from the prospective transferee and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
The Transfer Notice shall certify that the Transferor has received a definitive offer from the prospective transferee and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares.

More Definitions of The Transfer Notice

The Transfer Notice shall have been duly given in accordance with the provisions of the Contract of Association and either (i) 30 days have passed since the last MobiFon shareholder received the Transfer Notice, and no shareholder has exercised its ROFR Rights; (ii) MobiFon Holdings and at least one other MobiFon shareholder have exercised their ROFR Rights and 30 days have passed since the last MobiFon shareholder received the Transfer Notice (notwithstanding that the procedure for determining Fair Market Value (as defined in the Contract of Association) is still underway); or (iii) all shareholders shall have unconditionally and irrevocably waived, in a manner satisfactory to TIW and MobiFon Holdings, all of their ROFR Rights in relation to the transfers of the MobiFon Shares contemplated by this Agreement.

The Transfer Notice shall contain the following information:

The Transfer Notice shall set forth: (i) the name of the purchaser and the number of WPCS Shares proposed to be transferred; (ii) the name and address of the proposed purchaser; (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed purchaser; and (iv) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Article 2 and has agreed to purchase WPCS Shares in accordance with the terms hereof.