Offer by Transferor. Copies of the Transferor's offer shall be given to the Offerees and shall consist of an offer to sell to the Offerees, all of the shares then proposed to be transferred by the Transferor (the "Subject Shares") pursuant to a bona fide written offer of a third party for payment in cash, to which copies shall be attached a statement of intention to Transfer to such third party, the name and address of the prospective third-party transferee, the number of Subject Shares involved in the proposed Transfer, and the material terms of such Transfer (including price and payment terms).
Offer by Transferor. Copies of the Transferor's offer shall be given to all Other Members and shall consist of an offer to sell to such Other Members all of the Units then proposed to be transferred by the Transferor (the "Subject Units") pursuant to a bona fide offer of a third party, other than an Affiliate of the Transferor, to which copies shall be attached a statement of intention to Transfer to such third party, the name and address of the prospective third party transferee, the portion of the Units involved in the proposed Transfer, and terms of such Transfer which must include (A) all consideration payable at closing and (B) that the offer is not contingent on any event other than the non-acceptance of the Transferor's offer by the Other Members.
Offer by Transferor. The offer by a Transferor shall be given in writing to the Company and shall be accompanied by a copy of the written offer, proposal or contract, between the Transferor and the Proposed Transferee (hereinafter referred to as the “Written Offer”), and shall set forth the nature of the transaction (whether sale, gift, or other transfer), the name and address of the Proposed Transferee and the terms of the transaction, including an identification of the interest involved, the number of Membership Units involved, the purchase price, and the payment terms (hereinafter referred to as the “Proposed Transaction”). The offer by the Transferor shall consist of an offer to tender to the Company for redemption all of the Offered Interest at the price and upon the terms set forth in this Section 12.2 below.
Offer by Transferor. The Offer referred to in Section 4.1 shall be given by the Transferor to the Company and to each of the other Shareholders (,herein the "Non-Offering Shareholders") and shall consist of a written Offer to sell all the Offered Shares which the Transferor then intends to dispose of, to which Offer shall be attached a statement of intention to dispose of the Offered Shares pursuant to a bona fide offer from a prospective purchaser or purchasers (the "Transferee"), a description of the contemplated disposition, the name and address of each bona fide Transferee, the number of Preferred Shares involved in and other terms (the "Terms") of the proposed disposition. The Terms shall include, without limitation, the purchase price per Offered Share offered by each Transferee and the manner in which such purchase price shall be paid to the Transferor. Such Offer shall be signed by the Transferor and shall remain irrevocable until the earlier of (a) the time at which all of the Offered Shares are accepted by the Company or the Non- Offering Shareholders, as provided in Sections 4.3 and 4.4 or (b) one hundred twenty (120) days after the "Offer Date," which date shall be the date on which a notice is given to the Company and such Non-Offering Shareholders in accordance with the terms of Section 12.1 of this Shareholders' Agreement. The date on which the Offer becomes revocable is referred to herein as the "Expiration Date."
Offer by Transferor. The Offer by Transferor shall consist of a written offer to Transfer all of the Membership Interest proposed to be Transferred by the transferor (the "Transferor") and shall be given to the Company and to the remaining Members. The Offer by Transferor shall include a statement of intention to Transfer and shall disclose all the terms of the proposed Transfer, including the name and address of the transferee under the Bona Fide Offer (the "Transferee"), and shall be accompanied by a copy of the Bona Fide Offer.
Offer by Transferor. Copies of the Transferor's offer shall be given to the Other Member and shall consist of an offer to sell to the Other Member, for cash, all of the Social Parts then proposed to be transferred by the Transferor (the "Subject Social Parts") upon customary terms and conditions, representations, warranties and covenants, at a cash price designated by the Transferor (the "Stated Price").
Offer by Transferor. The Offer shall be given (the date on which such Offer is given is hereinafter called the "Offer Date") to the Corporation and shall consist of a written offer to sell all the Shares of the Corporation which the Shareholder then intends to dispose of (said shares are hereinafter called the "Offer Shares") to which written Offer shall be attached a statement of intention to dispose of the Offered Shares, the number of shares involved and the price at which it would be willing to sell such shares.
Offer by Transferor. Copies of the Transferor's offer shall be ------------------- given to the Company and Warburg and shall consist of an offer to sell to the Company or, failing its election to purchase, then to Warburg, all of the shares then proposed to be transferred by the Transferor (the "Subject Shares") pursuant to a bona fide offer of a third party, to which copies shall be attached a statement of intention to Transfer to such third party, the name and address of the prospective third party transferee, the number of shares of Common Stock involved in the proposed Transfer and terms of such Transfer.
Offer by Transferor. The Transferor shall provide the ------------------- Series B Investors with a copy of a bona fide offer received by the Transferor from a third party together with (A) a written offer from the Transferor to sell to the Series B Investors all of the shares then proposed to be transferred by the Transferor (the "Subject Shares") to the -------------- third party, (B) a statement of intention by the Transferor to Transfer the Subject Shares to the third party, (C) the name and address of the third party, (D) the number of Subject Shares involved in the proposed Transfer, and (E) the terms of such Transfer; provided, however, if the Subject Shares are to be sold through a broker in the open market, the Transferor may, in lieu of identifying a specific third party and price, identify the broker and covenant that the Subject Shares shall be sold through a "limit order" at a specified minimum price ("Minimum Price") that shall not continue for more than sixty (60) days ------------- (the Subject Shares to be sold through the limit order with respect to Moog only, shall not exceed in number more than 20% of the average daily volume of the Company's shares traded during the immediately preceding thirty days). In no event will a Transferor be entitled to pursue a limit order transaction more than six (6) times in any twelve-month period.
Offer by Transferor. Copies of the Transferor’s offer shall be given to the Company and the Apollo Representative and shall consist of an offer to sell to the Company or, failing its election to purchase all of the Subject Shares (defined below), then to the Apollo Representative, all of the Shares, at the same price and form of consideration and on the same terms and conditions, then proposed to be transferred by the Transferor (the “Subject Shares”) pursuant to a bona fide offer of a third party, to which copies shall be attached a statement (the “Statement”) of intention to Transfer to such third party, the name and address of the prospective third party transferee, the number of Subject Shares involved in the proposed Transfer, and the terms and conditions (including price and form of consideration) of such Transfer.
