First Refusal Rights. (a) At least 30 days prior to any Transfer proposed to be made pursuant to Section 1.1(h) hereof, the Transferring Securityholder (the "Transferring ------------ Securityholder") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding and, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Securities of the Type to be Transferred (collectively, the "Non-Transferring Same-Type Securityholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose in reasonable detail the number of Securities of each Type that are proposed to be Transferred, the proposed terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms), and the identity of the proposed Transferee(s). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders may elect to purchase any or all of the Securities of the Type proposed to be Transferred, as specified in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering written notice of such election to the Transferring Securityholder and Holding within 30 days after the delivery of such Transfer Offer Notice (the "Initial Securityholder Election Period"). If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly elect to purchase all of the Securities of any such Type so offered, the Transfer of such Securities shall be consummated 30 days after the expiration of the Initial Securityholder Election Period, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders oversubscribe for the Securities of any such Type being offered, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of the Securities of such Type being offered.
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First Refusal Rights. Except for a Transfer of Securityholder Units by an Executive (awhich Transfers are governed by the Senior Management Agreements and the Management Contribution Agreements) At or any Transfer of Class B Preferred Units, at least 30 thirty (30) days prior to any Transfer proposed of Covered Securities by any Securityholder which, together with its Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of immediately prior to be made such Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or (iv) a Transfer pursuant to Section 1.1(h3(a), Section 3(c) or Section 5 hereof), the Transferring Securityholder making such Transfer (the "Transferring ------------ Securityholder"“Minority Transferor”) shall deliver a written notice (the "“Transfer Offer Notice"”) to -------------- --------------------- Holding andthe Company and each Significant Securityholder (which shall, if for purposes of this subsection (b), include GTCR-CLC and each Investor other than any such Person that is the Securities proposed Minority Transferor hereunder) that it desires to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Transfer Covered Securities of the Type to be Transferred (collectivelysuch class, the "Non-Transferring Same-Type Securityholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose specifying in reasonable detail the identity of the prospective transferee(s), the number of Covered Securities of each Type that are proposed to be Transferred, transferred and the proposed terms and conditions of the Transfer Transfer, including the proposed price per Covered Security of such class (including without limitation which price shall be payable solely in cash at the consideration to be paid for such Securities and any deferred payment terms), and the identity closing of the proposed Transferee(stransaction or in installments over time). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders The Company may elect to purchase all or any or all portion of the Covered Securities of the Type proposed to be Transferredtransferred, upon the same terms and conditions as specified those set forth in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering a written notice of such election to the Transferring Minority Transferor and each Significant Securityholder and Holding within 30 15 days after the delivery of such Transfer Offer Notice (has been given to the "Initial Securityholder Election Period")Company. If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly for any reason the Company does not elect to purchase all of the Covered Securities of any such Type so offeredto be transferred, the Significant Securityholder(s) shall be entitled to purchase the Covered Securities which the Company has not elected to purchase (the “Available Securities”), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such Securities shall be consummated election to the Company and to the Minority Transferor within 30 days after the expiration Transfer Notice has been given to the Company and each Significant Securityholder. If more than one Significant Securityholder elects to purchase the Available Securities, the Available Securities will be allocated among such electing Securityholders (i) with respect to Available Securities that are Securityholder Units, pro rata according to the number of Securityholder Units of the Initial applicable class owned by each such electing Securityholder Election Periodon a Fully Diluted Basis or (ii) with respect to Available Securities that are CSC Securities, pro rata according to the number of Securityholder Units owned by each such Securityholder on a Fully Diluted Basis together with the number of Securityholder Units formerly held by each such Securityholder that were redeemed, surrendered or such earlier date as agreed upon by exchanged for CSC Securities the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority applicable Securityholder then owns. The closing of the Securities to be Transferred, provided that written notice purchase of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Covered Securities pursuant to this Section 1.2(a3(b) shall take place within sixty (60) days after the date on which the parties to such purchase have been finally determined pursuant to this Section 3(b). If Notwithstanding the Non-Transferring Same-Type Securityholders oversubscribe for foregoing, if the Company, and the Significant Securityholder(s) do not elect to purchase, collectively, all of the Covered Securities of any such Type being offereda class specified in the Transfer Notice, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from then the Transferring Securityholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each Minority Transferor may transfer all of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of the Covered Securities of such Type being offeredclass specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and (ii) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the Significant Securityholder(s). Any Covered Securities not transferred within such 90-day period will be subject to the provisions of this Section 3(b) upon subsequent transfer.
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First Refusal Rights. (a) At least 30 days prior to any Transfer proposed to be made pursuant to Section 1.1(h) hereof, the Transferring Securityholder (the "Transferring ------------ Securityholder") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding and, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Securities of the Type to be Transferred (collectively, the "Non-Transferring Same-Type Securityholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose in reasonable detail the number of Securities of each Type that are proposed to be Transferred, the proposed terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms), and the identity of the proposed Transferee(s). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders Nexstar may elect to purchase any the assets or all Shares of the Securities of the Type proposed Bastet or Smith, respectively, to be Transferred, Transferred upon the same terms and condixxxxx as specified those set forth in the Transfer Offer Notice, Sale Notice (or at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-a cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), equivalent price) by delivering a written notice of such election to Bastet or Smith, as the Transferring Securityholder case may be, during the Election Period. If Nexstar hax xx not elected to purchase the assets or Shares to be Transferred, Smith or Bastet, as the case may be, may Transfer the assets or Sharxx xxecified in the Sale Notice, subject to the provisions of Section 7(c) below, to the proposed transferee(s) named in the Sale Notice at a price and Holding on the other terms and conditions no more favorable to the transferee(s) thereof than those specified in the Sale Notice during the 120-day period immediately following the Election Period; provided that such 120-day period shall be extended to permit the parties to such Transfer a reasonable period to obtain any required consent or approval of the FCC, so long as such parties are using reasonably diligent efforts to obtain such approval, and shall end on the earliest of (w) the tenth business day after such consent or approval has been granted, (x) the date upon which any such party ceases to use such efforts, (y) the date upon any denial of such consent or approval becomes a final order, and (z) the 360th day after the end of the Election Period. Any assets or Shares not Transferred within 30 days such 120-day (or extended) period shall be subject to the provisions of this Section 7 upon subsequent Transfer. If Nexstar (or an assignee of Nexstar) has elected to purchase any assets or Shares hereunder, the transfer of such assets or Shares shall be consummated as soon as practical after the delivery of the election notice to Bastet or Smith, as the case may be, but in any event within 120 days after thx xxxiration of the Election Period; provided that such 120-day period shall be extended to permit the parties to such Transfer Offer Notice a reasonable period to obtain any required consent or approval of the FCC, so long as such parties are using reasonably diligent efforts to obtain such approval, and shall end on the earliest of (w) the "Initial Securityholder tenth business day after such consent or approval has been granted, (x) the date upon which any such party ceases to use such efforts, (y) the date upon any denial of such consent or approval becomes a final order, and (z) the 360th day after the end of the Election Period"). If ------- ------------------------------ one Nexstar (or more of such Non-Transferring Same-Type Securityholders duly elect to purchase all of the Securities of any such Type so offered, the Transfer of such Securities shall be consummated 30 days after the expiration of the Initial Securityholder Election Period, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10assignee thereof) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing elects to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders oversubscribe for the Securities of any such Type being offeredassets or Shares hereunder, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each of Nexstar (or such assignee), Bastet and Smith will use reasonably diligent efforts to obtain any consent or xxxxxval described in the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of foregoing proviso, including promptly making all required filings and applications therefor and furnishing to the Securities of such Type being offeredFCC all information and undertakings which may reasonably be requested in connection therewith.
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Samples: Shared Services Agreement (Nexstar Broadcasting Group Inc)
First Refusal Rights. (a) At least 30 20 business days prior to any Transfer proposed of Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds less than 25% of the Stockholder Shares as of immediately prior to be made such Transfer (other than pursuant to (i) a Transfer to the Company, or (ii) a Transfer under Section 1.1(h4(b), Section 4(d) hereofor Section 5), the Transferring Securityholder Stockholder making such Transfer (the "Transferring ------------ SecurityholderMinority Transferor") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding andthe Company and each Stockholder which, if the Securities proposed to be transferred are AGI Holder Securitiestogether with its Affiliates and Permitted Transferees, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each holds at least 25% of the Securityholders holding Securities Stockholder Shares as of the Type immediately prior to be Transferred such Transfer (collectively, the a "Non-Transferring Same-Type SecurityholdersSignificant Stockholder") in ------------------------------------------ accordance with the provisions that it desires to Transfer Stockholder Shares of Section 9(b) hereof. The Transfer Offer Notice shall disclose such class, specifying in reasonable detail the identity of the prospective transferee(s), the number of Securities of each Type that are proposed to be Transferred, transferred and the proposed terms and conditions of the Transfer Transfer, including the proposed price per Stockholder Share of such class (including without limitation which price shall be payable solely in cash at the consideration to be paid for such Securities and any deferred payment terms), and the identity closing of the proposed Transferee(stransaction or in installments over time). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities The Company (or Heritage Securities, each of the Non-Transferring Same-Type Securityholders its designee) may elect to purchase all or any or all portion of the Securities of the Type proposed Stockholder Shares to be Transferredtransferred, upon the same terms and conditions as specified those set forth in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering a written notice of such election to the Transferring Securityholder and Holding Minority Transferor within 30 8 business days after the delivery of such Transfer Offer Notice has been given to the Company (the "Initial Securityholder Election Company Exercise Period"). If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly for any reason the Company does not elect to purchase (directly or through its designee) all of the Securities of any such Type so offeredStockholder Shares to be transferred, the Significant Stockholder(s) (or its designee) shall be entitled to purchase the Stockholder Shares which the Company has not elected to purchase (the "Available Shares"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such Securities shall be consummated 30 election to the Minority Transferor within 8 business days after the expiration of the Initial Securityholder Election Company Exercise Period (the "Significant Stockholder Exercise Period"). If more than one Significant Stockholder elects to purchase the Available Shares, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who Available Shares will be purchasing not less than a majority allocated among such electing stockholders pro rata according to the number of Stockholder Shares owned by each such electing Significant Stockholder. The closing of the Securities to be Transferred, provided that written notice purchase of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Securities Stockholder Shares pursuant to this Section 1.2(a4(c) shall take place within 60 days after the expiration of the Significant Stockholder Exercise Period, which, in any event, shall be within 90 days after the Transfer Notice was delivered to the Company and the Significant Stockholders. Notwithstanding the foregoing, if the Company and the Significant Stockholder(s) (together with their respective designees) do not elect to purchase, collectively, all of the Stockholder Shares of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Stockholder Shares of such class specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice (i) for a price no less than the price specified in the Transfer Notice and (ii) upon other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the Significant Stockholder(s). If Any Stockholder Shares not transferred within such 90-day period will be subject to the Non-Transferring Same-Type Securityholders oversubscribe for the Securities provisions of any such Type being offered, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder a pro rata portion (based this Section 4(c) upon the respective numbers of shares of such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of the Securities of such Type being offeredsubsequent transfer.
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First Refusal Rights. (aA) At least 30 days prior to any Transfer proposed to be made pursuant to Section 1.1(h1.1(g) hereof, the Transferring Securityholder Stockholder (the "Transferring ------------ SecurityholderStockholder") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- ----------- -------- ----- ------ Holding and, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders Stockholders holding Securities of the Type to be Transferred (collectively, the "Non-Transferring Same-Type SecurityholdersStockholders") in ------------------------------------------ accordance with the provisions of ---------------- --------- ------------ Section 9(b) hereof. The Transfer Offer Notice shall disclose in reasonable detail the number of Securities of each Type that are proposed to be Transferred, the proposed terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms), and the identity of the proposed Transferee(s). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders Stockholders may elect to purchase any or all of the Securities of the Type proposed to be Transferred, as specified in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Non- Transferring Same-Type Securityholder Stockholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering written notice of such election to the Transferring Securityholder Stockholder and Holding within 30 days after the delivery of such Transfer Offer Notice (the "Initial Securityholder ------- Stockholder Election Period"). If ------- ------------------------------ one or more of such Non-Transferring Same-Same- ----------- -------- ------ Type Securityholders Stockholders duly elect to purchase all of the Securities of any such Type so offered, the Transfer of such Securities shall be consummated 30 days after the expiration of the Initial Securityholder Stockholder Election Period, or such earlier date as agreed upon by the Non- Non-Transferring Same-Type Securityholders Stockholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring SecurityholderStockholder, Holding and each of the other Non- Non-Transferring Same-Type Securityholders Stockholders electing to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders Stockholders oversubscribe for the Securities of any such Type being offered, each Non-Transferring Same-Type Securityholder Stockholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder Stockholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders Stockholders (calculated on a Fully Diluted Basis)) of the Securities of such Type being offered.
Appears in 1 contract
First Refusal Rights. (a) At least 30 days prior to any Transfer proposed to be made pursuant to Section 1.1(h1.1(g) hereof, the Transferring Securityholder Stockholder (the "Transferring ------------ SecurityholderStockholder") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding and, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders Stockholders holding Securities of the Type to be Transferred (collectively, the "Non-Transferring Same-Type SecurityholdersStockholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose in reasonable detail the number of Securities of each Type that are proposed to be Transferred, the proposed terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms), and the identity of the proposed Transferee(s). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders Stockholders may elect to purchase any or all of the Securities of the Type proposed to be Transferred, as specified in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder Stockholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering written notice of such election to the Transferring Securityholder Stockholder and Holding within 30 days after the delivery of such Transfer Offer Notice (the "Initial Securityholder Stockholder Election Period"). If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders Stockholders duly elect to purchase all of the Securities of any such Type so offered, the Transfer of such Securities shall be consummated 30 days after the expiration of the Initial Securityholder Stockholder Election Period, or such earlier date as agreed upon by the Non- Non-Transferring Same-Type Securityholders Stockholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring SecurityholderStockholder, Holding and each of the other Non- Non-Transferring Same-Type Securityholders Stockholders electing to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders Stockholders oversubscribe for the Securities of any such Type being offered, each Non-Transferring Same-Type Securityholder Stockholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder Stockholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders Stockholders (calculated on a Fully Diluted Basis)) of the Securities of such Type being offered.
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First Refusal Rights. (a) At least 30 days prior Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any Transfer proposed to disposition by Optionee (or any successor in interest) of any Option Shares. Such right of first refusal shall be made pursuant to Section 1.1(h) hereof, exercisable in accordance with the Transferring Securityholder terms established by the Plan Administrator and set forth in the document evidencing such right. EXHIBIT I NOTICE OF EXERCISE I hereby notify Perficient Inc. (the "Transferring ------------ SecurityholderCorporation") shall deliver a written notice that I elect to purchase _________ shares of the Corporation's Common Stock (the "Transfer Offer NoticePurchased Shares") to -------------- --------------------- Holding and, if at the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each option exercise price of the Securityholders holding Securities of the Type to be Transferred $ per share (collectively, the "Non-Transferring Same-Type SecurityholdersExercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 1999 Stock Incentive Plan on . Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in ------------------------------------------ accordance with the provisions of Section 9(bmy agreement with the Corporation (or other documents) hereofevidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. The Transfer Offer Notice shall disclose Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in reasonable detail my agreement to effect payment of the number of Securities of each Type that are proposed Exercise Price. ------------------------------- Date -------------------------------------- Optionee Address: ------------------------------ -------------------------------------- Print name in exact manner it is to appear on the stock certificate: -------------------------------------- Address to which certificate is to be Transferredsent, the proposed terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms), and the identity of the proposed Transferee(s). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders may elect to purchase any or all of the Securities of the Type proposed to be Transferred, as specified in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering written notice of such election to the Transferring Securityholder and Holding within 30 days after the delivery of such Transfer Offer Notice (the "Initial Securityholder Election Period"). If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly elect to purchase all of the Securities of any such Type so offered, the Transfer of such Securities if different from address above: -------------------------------------- Social Security Number: Employee Number -------------------------------------- APPENDIX The following definitions shall be consummated 30 days after in effect under the expiration of the Initial Securityholder Election Period, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders oversubscribe for the Securities of any such Type being offered, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of the Securities of such Type being offered.Agreement:
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First Refusal Rights. (a) At least 30 40 days prior to any Transfer proposed of Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds less than 10% of the Company's Common Stockholders Shares as of immediately prior to be made such Transfer (other than pursuant to (i) a Public Sale, (ii) a Transfer to the Company, or (iii) a Transfer under Section 1.1(h2(b), Section 2(d) hereofor Section 3), the Transferring Securityholder Stockholder making such Transfer (the "Transferring ------------ SecurityholderMinority Transferor") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding andthe Company and each Significant Stockholder that it desires to Transfer Stockholder Shares of such class, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Securities of the Type to be Transferred (collectively, the "Non-Transferring Same-Type Securityholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose specifying in reasonable detail the identity of the prospective transferee(s), the number of Securities of each Type that are proposed to be Transferred, transferred and the proposed terms and conditions of the Transfer Transfer, including the proposed price per Stockholder Share of such class (including without limitation which price shall be payable solely in cash at the consideration to be paid for such Securities and any deferred payment terms), and the identity closing of the proposed Transferee(stransaction or in installments over time). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders The Company may elect to purchase all or any or all portion of the Securities of the Type proposed Stockholder Shares to be Transferredtransferred, upon the same terms and conditions as specified those set forth in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering a written notice of such election to the Transferring Securityholder and Holding Minority Transferor within 30 15 days after the delivery of such Transfer Offer Notice (has been given to the "Initial Securityholder Election Period")Company. If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly for any reason the Company does not elect to purchase all of the Securities of any such Type so offeredStockholder Shares to be transferred, the Transfer of such Securities shall be consummated 30 days after the expiration of the Initial Securityholder Election Period, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not later than ten (10Significant Stockholder(s) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Securities pursuant to this Section 1.2(a). If the Non-Transferring Same-Type Securityholders oversubscribe for the Securities of any such Type being offered, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from the Transferring Securityholder a Stockholder Shares which the Company has not elected to purchase (the "Available Shares"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Minority Transferor within 30 days after the Transfer Notice has been given to the Significant Stockholder(s). If more than one Significant Stockholder elects to purchase the Available Shares, the Available Shares will be allocated among such electing stockholders pro rata portion (based upon according to the respective numbers number of shares Common Stockholder Shares owned by each such - 4 - 5 electing stockholder. The closing of the purchase of any Stockholder Shares pursuant to this Section 2(c) shall take place within 60 days after the date on which the parties to such purchase have been finally determined pursuant to this Section 2(c) which, in any event, shall be within 95 days after the Transfer Notice was delivered to the Company and the Significant Stockholders. Notwithstanding the foregoing, if the Company and the Significant Stockholder(s) do not elect to purchase, collectively, all of the Stockholder Shares of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Stockholder Shares of such Type class specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and (ii) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the Significant Stockholder(s). Any Stockholder Shares not transferred within such 90-day period will be subject to the provisions of Securities then held by each of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)this Section 2(c) of the Securities of such Type being offeredupon subsequent transfer.
Appears in 1 contract
Samples: Stockholders Agreement (Inphynet South Broward Inc)
First Refusal Rights. Except for a Transfer of Securityholder Units by an Executive (awhich Transfers are governed by the Senior Management Agreements and the Management Contribution Agreements) At or any Transfer of Class B Preferred Units, at least 30 thirty (30) days prior to any Transfer proposed of Covered Securities by any Securityholder which, together with its Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of immediately prior to be made such Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or (iv) a Transfer pursuant to Section 1.1(h3(a), Section 3(c) or Section 5 hereof), the Transferring Securityholder making such Transfer (the "Transferring ------------ SecurityholderMinority Transferor") shall deliver a written notice (the "Transfer Offer Notice") to -------------- --------------------- Holding andthe Company and each Significant Securityholder (which shall, if for purposes of this subsection (b), include GTCR-CLC and each Investor other than any such Person that is the Securities proposed Minority Transferor hereunder) that it desires to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Transfer Covered Securities of the Type to be Transferred (collectivelysuch class, the "Non-Transferring Same-Type Securityholders") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof. The Transfer Offer Notice shall disclose specifying in reasonable detail the identity of the prospective transferee(s), the number of Covered Securities of each Type that are proposed to be Transferred, transferred and the proposed terms and conditions of the Transfer Transfer, including the proposed price per Covered Security of such class (including without limitation which price shall be payable solely in cash at the consideration to be paid for such Securities and any deferred payment terms), and the identity closing of the proposed Transferee(stransaction or in installments over time). If the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders The Company may elect to purchase all or any or all portion of the Covered Securities of the Type proposed to be Transferredtransferred, upon the same terms and conditions as specified those set forth in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), by delivering a written notice of such election to the Transferring Minority Transferor and each Significant Securityholder and Holding within 30 15 days after the delivery of such Transfer Offer Notice (has been given to the "Initial Securityholder Election Period")Company. If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly for any reason the Company does not elect to purchase all of the Covered Securities of any such Type so offeredto be transferred, the Significant Securityholder(s) shall be entitled to purchase the Covered Securities which the Company has not elected to purchase (the "Available Securities"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such Securities shall be consummated election to the Company and to the Minority Transferor within 30 days after the expiration Transfer Notice has been given to the Company and each Significant Securityholder. If more than one Significant Securityholder elects to purchase the Available Securities, the Available Securities will be allocated among such electing Securityholders (i) with respect to Available Securities that are Securityholder Units, pro rata according to the number of Securityholder Units of the Initial applicable class owned by each such electing Securityholder Election Periodon a Fully Diluted Basis or (ii) with respect to Available Securities that are CSC Securities, pro rata according to the number of Securityholder Units owned by each such Securityholder on a Fully Diluted Basis together with the number of Securityholder Units formerly held by each such Securityholder that were redeemed, surrendered or such earlier date as agreed upon by exchanged for CSC Securities the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority applicable Securityholder then owns. The closing of the Securities to be Transferred, provided that written notice purchase of such earlier date is delivered not later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each of the other Non- Transferring Same-Type Securityholders electing to purchase any of such Covered Securities pursuant to this Section 1.2(a3(b) shall take place within sixty (60) days after the date on which the parties to such purchase have been finally determined pursuant to this Section 3(b). If Notwithstanding the Non-Transferring Same-Type Securityholders oversubscribe for foregoing, if the Company, and the Significant Securityholder(s) do not elect to purchase, collectively, all of the Covered Securities of any such Type being offereda class specified in the Transfer Notice, each Non-Transferring Same-Type Securityholder electing to purchase such Securities shall be entitled to purchase from then the Transferring Securityholder a pro rata portion (based upon the respective numbers of shares of such Type of Securities then held by each Minority Transferor may transfer all of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) of the Covered Securities of such Type being offeredclass specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and (ii) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the Significant Securityholder(s). Any Covered Securities not transferred within such 90-day period will be subject to the provisions of this Section 3(b) upon subsequent transfer.
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First Refusal Rights. (a) At least 30 sixty (60) days prior to making any Transfer proposed to be made pursuant to Section 1.1(h) hereof(other than a Permitted Transfer (as hereafter defined)), the Transferring Securityholder transferring Shareholder (the "Transferring ------------ SecurityholderTRANSFERRING SHAREHOLDER") shall deliver a written notice (the "Transfer Offer NoticeSALE NOTICE") to -------------- --------------------- Holding andthe Company and each other Shareholder signatory hereto (each, if the Securities proposed to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, to each of the Securityholders holding Securities of the Type to be Transferred (collectively, the a "NonNON-Transferring Same-Type SecurityholdersTRANSFERRING SHAREHOLDER") in ------------------------------------------ accordance with the provisions of Section 9(b) hereof). The Transfer Offer Sale Notice shall disclose in reasonable detail will state the number aggregate amount of Securities of each Type that are proposed Shares to be Transferred, the identity of the proposed transferee, the terms and conditions of the Transfer (including without limitation the consideration to be paid for such Securities and any deferred payment terms)proposed Transfer, and that such proposed transferee is committed to acquire the identity of Shares on the proposed Transferee(s)stated price, terms and conditions. If The Company shall have the Securities proposed right, but not the obligation, to be transferred are AGI Holder Securities, Klearfold Holder Securities, Tinsley Holder Securities or Heritage Securities, each of the Non-Transferring Same-Type Securityholders may elect to purchase any all or all a portion of the Securities of the Type proposed Shares to be Transferred, Transferred upon the same terms and conditions as specified those set forth in the Transfer Offer Notice, at the price and on the terms specified therein (provided, that each such Non-Transferring Same-Type Securityholder shall have the option to substitute for any non-cash consideration proposed to be received in respect of such proposed Transfer, cash in the amount of the fair market value thereof), Sale Notice by delivering a written notice (the "PURCHASE NOTICE") of such election to the Transferring Securityholder and Holding Shareholder within 30 forty-five (45) days after its receipt of the delivery of such Transfer Offer Sale Notice (the "Initial Securityholder Election PeriodREFUSAL PERIOD"), which Purchase Notice shall specify the time, place and date of settlement of such purchase. If ------- ------------------------------ one or more of such Non-Transferring Same-Type Securityholders duly the Company does not elect to purchase all of the Securities Shares specified in the Sale Notice, then each Non-Transferring Shareholder shall have the right, but not the obligation, to elect to purchase all or a portion of any such Type so offered, the Transfer of such Securities Shares to be Transferred (and not purchased by the Company) upon the same terms and conditions as those set forth in the Sale Notice. The right to purchase shall be consummated 30 days after exercised by delivering a Purchase Notice to the expiration of the Initial Securityholder Election Period, or such earlier date as agreed upon by the Non- Transferring Same-Type Securityholders who will be purchasing not less than a majority of the Securities to be Transferred, provided that written notice of such earlier date is delivered not Shareholder no later than ten (10) days prior to such date to the Transferring Securityholder, Holding and each following expiration of the other Non- Transferring Same-Type Securityholders electing Refusal Period (the "EXTENSION PERIOD"), which Purchase Notice shall specify the time, place and date for settlement of such purchase; PROVIDED, in the event the Company has elected to purchase any a portion of the Shares, the time, place and date of settlement of such Securities pursuant to this Section 1.2(a). If purchase by the Non-Transferring Same-Type Securityholders oversubscribe for Shareholders shall be the Securities same as that chosen by the Company. If purchased by the Company, the purchase price of such Shares may be paid, at the option of the Company, in cash, by Promissory Note or any such Type being offeredcombination thereof. If purchased by a Shareholder, each the purchase price shall be paid in cash. In the event the Non-Transferring SameShareholders elect to purchase, in the aggregate, an amount of Shares greater than the actual amount of Shares being Transferred by the Transferring Shareholder (and not purchased by the Company), such Non-Type Securityholder electing to purchase such Securities Transferring Shareholders shall be entitled to purchase from the Transferring Securityholder such Shares on a pro rata portion (based upon basis according to the respective numbers amount of shares of Shares owned by such Type of Securities then held by each of the participating Non-Transferring Same-Type Securityholders (calculated on a Fully Diluted Basis)) Shareholders at the time of delivery of the Securities Sale Notice. If some or all of the Shares specified in the Sale Notice are not purchased by the Company or Non-Transferring Shareholders, the Transferring Shareholder may consummate such Type being offeredTransfer at a price and on terms and conditions no more favorable to the transferee(s) thereof than are specified in the Sale Notice during the thirty (30) day period immediately following the Extension Period. If the Shareholder does not consummate the Transfer within such period, the right of first refusal provided hereby shall be deemed to be revived and no Transfer may be effected without first offering the Shares in accordance with the terms hereof.
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