Common use of Irrevocable Offer Clause in Contracts

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder Stockholder within three (3) Business Days after of delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Sellerholder’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Sellerholder’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.5.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Tag Eligible Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if if, prior to consummation, the principal terms of the such proposed Sale shall change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along NoticeNotice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the Prospective Seller shall provide written notice thereof to each Participating Seller and acceptance by each Participating Seller shall be permitted deemed to withdraw be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the offer contained terms and provisions of this Section 4.1 separately complied with, in order to consummate such Sale pursuant to this Section 4.1; provided, however, that in such holder’s case of a separate Tag Along Offer by written notice Notice, the applicable period to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal which reference is made in Section 4.1.2 shall be released from such Participating Seller’s obligations thereundertwo business days.

Irrevocable Offer. The offer of each Participating Seller Principal Shareholder contained in such Participating SellerPrincipal Shareholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller Principal Shareholder shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (by class and subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities4.4.3), as the Prospective Selling Initial Principal Shareholder, up to such number of Shares as such Participating Seller Principal Shareholder shall have specified in such holder’s Principal Shareholder Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Principal Shareholder Tag Along Notice or the other terms and conditions shall be materially less favorable favorable, in any material respect, to the Principal Shareholder Tag Along Sellers than those set forth in the Principal Shareholder Tag Along Notice, the Prospective Seller Initial Principal Shareholder shall provide written notice thereof to each Participating Seller Principal Shareholder and each Participating Seller Principal Shareholder shall be permitted to withdraw the offer contained in such holder’s Principal Shareholder Tag Along Offer by written notice to the Prospective Selling Initial Principal Shareholder within three five (35) Business Days after delivery of such written notice from the Prospective Selling Initial Principal Shareholder and upon such withdrawal shall be released from such Participating SellerPrincipal Shareholder’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Security Sold (subject to adjustment of the purchase price to reflect the Per Security Percentage Interest of each Security proposed to be Sold and subject to Section 4.4.3 3.2.4 in the case of Options, Warrants and Convertible Securities), ) as the Prospective Selling ShareholderSecurity Holder, up to such number of Shares Tag Eligible Securities as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if if, prior to consummation, the principal terms of the such proposed Sale shall change with the result that the purchase per Security price shall be less than the purchase per Security price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along NoticeNotice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the Prospective Seller shall provide written notice thereof to each Participating Seller and acceptance by each Participating Seller shall be permitted deemed to withdraw be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the offer contained terms and provisions of this Section 3.1 separately complied with, in order to consummate such Sale pursuant to this Section 3.1; provided, however, that in such holder’s case of a separate Tag Along Offer by written notice Notice, the applicable period to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal which reference is made in Section 3.1.2 shall be released from such Participating Seller’s obligations thereundertwo business days.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (by class and subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities4.4.3), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have properly specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three five (35) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s holder's Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Vested Shares as such Participating Seller shall have specified in such holder’s 's Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s 's Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Seller’s holder's obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall will be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall will be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to the provisions of Section 4.4.3 in the case of Options, Warrants and Convertible Securities4.3), as the Tag Initiating Prospective Selling ShareholderInvestors, up to such number of Vested Shares as such Participating Seller shall have specified in such holder’s his, her or its Tag Along Offer; provided, however, that if any of the principal economic terms of the proposed Sale change with change, including without limitation if the result that the purchase per share price shall will be less than the purchase per share price set forth disclosed in the Tag Along Notice Notice, or any of the other principal terms and or conditions shall will be materially less favorable to the Tag Along Sellers than those set forth described in the Tag Along Notice, the Tag Initiating Prospective Seller shall Selling Investors will provide written notice thereof to each Participating Seller and each Participating Seller shall will then be permitted given an opportunity to withdraw the offer contained in such holder’s Tag Along Offer (by written providing prompt (and in any event within 5 Business Days) notice of such withdrawal to the Company and to the Tag Initiating Prospective Selling Shareholder within three (3) Business Days after delivery of Investors), whereupon such written notice from the Prospective Selling Shareholder and upon such withdrawal shall withdrawing Participating Sellers will be released from such Participating Seller’s all obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s holder's Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.2.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s 's Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s 's Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Seller’s holder's obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag its Tag-Along Offer shall be irrevocable, and, to the extent the Prospective Selling Sponsors consummate the proposed Transfer as such offer Transfer is accepteddescribed in the Tag-Along Notice (including with respect to the number of Equity Securities that are being Transferred by the Prospective Selling Sponsor), such Participating Seller shall be bound and obligated to Sell Transfer in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Shareholder, Transfer up to such number of Shares Equity Securities as such Participating Seller shall have specified in such holder’s Tag its Tag-Along OfferOffer (subject to appropriate reduction in the event the actual Tag-Along Sale Percentage is lower than the Tag-Along Sale Percentage set forth in the Tag-Along Notice); provided, however, that if the principal terms of the proposed Sale Transfer change with the result that the purchase per share price shall be less than the purchase per share price (or, if not reasonably determinable, the minimum per share price) set forth in the Tag Tag-Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Tag-Along Sellers than those set forth in the Tag Tag-Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag its Tag-Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s its obligations thereunder.

Irrevocable Offer. The offer of each Participating Tag Seller contained in such Participating Seller’s Tag its Tag-Along Offer shall be irrevocable, and, to the extent the Prospective Selling Tag Stockholders consummate the proposed Transfer as such offer Transfer is accepteddescribed in the Tag-Along Notice (including with respect to the number of Shares that are being Transferred by the Prospective Selling Tag Stockholder), such Participating Tag Seller shall be bound and obligated to Sell Transfer in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Shareholder, Transfer up to such number of Shares as such Participating Tag Seller shall have specified in such holder’s Tag its Tag-Along OfferOffer (subject to appropriate reduction in the event the actual Tag-Along Sale Percentage is lower than the Tag-Along Sale Percentage set forth in the Tag-Along Notice); provided, however, that if the principal terms of the proposed Sale Transfer change with the result that the purchase per share price shall be less than the purchase per share price (or, if not reasonably determinable, the minimum per share price) set forth in the Tag Tag-Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Tag-Along Sellers than those set forth in the Tag Tag-Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Tag Seller shall be permitted to withdraw the offer contained in such holder’s Tag its Tag-Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.4.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Tag Eligible Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if if, prior to consummation, the principal terms of the such proposed Sale shall change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along NoticeNotice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the Prospective Seller shall provide written notice thereof to each Participating Seller and acceptance by each Participating Seller shall be permitted deemed to withdraw be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the offer contained terms and provisions of this Section 4.1 separately complied with, in order to consummate such Sale pursuant to this Section 4.1; provided, however, that in such holder’s case of a separate Tag Along Offer by written notice Notice, the applicable period to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal which reference is made in Section 4.1.2 shall be released from such Participating Seller’s obligations thereundertwo business days.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 5.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Vested Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Sellerholder’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller ----------------- contained in such Participating Seller’s his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 3.3.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderInvestors, up to such number of Shares as such Participating Seller shall have specified in such holder’s his Tag Along Offer; provided, however, that (a) if the -------- ------- principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase minimum per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s his Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from his obligations thereunder and (b) if, at the end of the 180th day following the date of the effectiveness of the Tag Along Notice, the Prospective Selling Investors have not completed the proposed Sale, each Participating Seller shall be released from his obligations under his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 3.1, unless the failure to complete such Sale resulted from any failure by any Participating Seller’s obligations thereunderSeller to comply with the terms of this Section 3.1.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities4.3.3), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three five (35) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in such Participating Sellerholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 4.4.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling ShareholderStockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase per share price shall be less than the purchase per share price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder Stockholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder Stockholder and upon such withdrawal shall be released from such Participating Sellerholder’s obligations thereunder.