Offering Notice. Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.
Offering Notice. Subject to Sections 2.2, 2.3, 2.4 and 3.1(h), if any Stockholder other than a Heartland Entity (a "Selling Stockholder") wishes to transfer all or any portion of its Shares to any Person (other than to its Permitted Transferee or in the case of a Major Stockholder, to its Partner Transferee) (a "Third Party Purchaser") and such Selling Stockholder wants to make any offer or has received a bona fide offer to purchase such Shares from a Third Party Purchaser, such Selling Stockholder shall then offer to sell such Shares by sending written notice (an "Offering Notice") to each Investor Stockholder and the Company, which shall state (i) the number of Shares proposed to be transferred (the "Offered Securities"); (ii) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the "Offer Price"); and (iii) the terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.
Offering Notice. If the Principal Stockholder wishes to Transfer (other than pursuant to the Merger) all or any portion of his Shares or Options to any person or entity (a "Third Party Purchaser"), the Principal Stockholder shall first offer such Shares or Options to Parent, by sending written notice (an "Offering Notice") to Parent, which shall state (i) the number of Shares or Options proposed to be transferred (the "Offered Securities"); (ii) whether such sale (with respect to Shares only) will be effected in an open market transaction that complies with Rule 144(f) of the Securities Act of 1933 (a "Public Sale") or otherwise (a "Private Sale"), (iii) the proposed purchase price for the Offered Securities, which price must be in cash and, with respect to a Public Sale, may not be at a per share price in excess of the closing price of shares of Company Common Stock on the NASDAQ for the trading day immediately prior to the date on which the Offering Notice is given (the "Offer Price"); and (iv) with respect to a Private Sale, the terms and conditions of such sale, which terms and conditions must be customary and reasonable for a transaction of such type. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived or shall have expired;
Offering Notice. If after December 31, 2003 the grantee has received a bona fide offer from a Person (the "Third Party Purchaser") to pay for cash (a "Third Party Offer") all of its Stock (the "Offered Stock") and the grantee desires to accept the Third Party Offer, then the grantee (the "Selling Stockholder") shall make an offer (the "Offer") to sell the Offered Stock to AMN and the Company by sending written notice (the "Offering Notice") to the Company and AMN, which notice shall state (x) the number of shares of Offered Stock and (y) all material terms and conditions of such proposed sale (including the proposed purchase price per share of Stock).
Offering Notice. If at any time after June 30, 2008 but prior to the IPO Effectiveness Date, any Stockholder (a “Selling Stockholder”) wishes to transfer in a bona fide transaction all or any portion of its or his Shares to any Person (other than pursuant to Sections 2.2 and 2.6) (a “Third Party Purchaser”), such Selling Stockholder shall offer such Shares first to the Company, by sending written notice (an “Offering Notice”) to the Company, which shall state (i) the number of Shares proposed to be transferred (the “Offered Securities”); (ii) the proposed purchase price per Share for the Offered Securities, which shall not be greater than the fair market value thereof, determined in the manner set forth in the penultimate sentence of this Section 3.1(a) (the “Offer Price”); and (iii) the terms and conditions of such sale. The Offering Notice shall also include a determination by a nationally recognized investment banking firm or other nationally recognized expert experienced in the valuation of companies engaged in the business conducted by the Company (and selected by the Selling Stockholders) of the fair market value of the Offered Securities, which fair market value shall be determined by such firm or expert without regard to any “minority” or “illiquidity” discount or “control” premium. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the right of first offer provided for herein shall have been waived or shall have expired.
Offering Notice. The Offering Notice shall contain an irrevocable offer to sell the Shares to each Stockholder (other than the Selling Stockholder and its Affiliates) at a price equal or equivalent (as determined in the manner set forth in Section 3.1(c)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror). Parent shall promptly deliver a copy of the Offering Notice to each of the Stockholders (other than the Selling Stockholder and its Affiliates).
Offering Notice. At all times prior to [•]2, if Sponsor or any of its Affiliates desires to sell all or any part of its Issued Units (other than in connection with exercising its Piggyback Rights under Section 3.03), Sponsor or its applicable Affiliate (a “ROFO Seller”) shall first grant to Crestwood a right, but not an obligation (except as otherwise set forth in this Section 2.03), pursuant to the terms of this Section 2.03, to purchase all of the Common Units that the ROFO Seller desires to sell by sending written notice (an “Offering Notice”) to Crestwood, which shall state (i) the number of Common Units such ROFO Seller intends to sell (the “Subject Units”), (ii) the intended date of pricing such sale (which shall be not less than five days from the date of receipt of the Offering Notice (such date, as may be changed pursuant to clause (i) of the immediately following sentence, the “Proposed Pricing Date”) and (iii) the manner of the sale, such as whether such it will be a Block Trade, another form of Underwritten Offering, at the market or through a private transaction. Each ROFO Seller in its sole discretion may at any time (i) change the Proposed Pricing Date, so long as such ROFO Seller provides Crestwood with advance written notice as soon as reasonably practicable under the circumstances and in no event less than 24 hours in advance of the revised Proposed Pricing Date and (ii) withdraw an Offering Notice. 2 Note to Draft: To be two years from the Closing Date.
Offering Notice. Subject to Section 2, if any Xxxxxx --------------- Stockholder, General Atlantic Stockholder or Additional Stockholder (for purposes of this Section 3.1.1, a "Transferring Stockholder") wishes to transfer ------------------------ all or any portion of its or his Shares to any Person (other than a Permitted Transferee) (for purposes of this Section 3.1.1, a "Third Party Purchaser"), --------------------- such Transferring Stockholder shall send written notice (for purposes of this Section 3.1.1, the "Offering Notice") to the Company, with a copy to Loeb, --------------- Xxxxxx, the General Atlantic Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (a) the number of Shares proposed to be transferred (for purposes of this Section 3.1.1, the "Offered Securities") and (b) the proposed purchase price per Share which ------------------ the Transferring Stockholder is willing to accept (for purposes of this Section 3.1.1, the "Offer Price"). Upon delivery of the Offering Notice, such offer ----------- shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived or shall have expired.
Offering Notice. Subject to Section 1, if the Stockholder (the "SELLING STOCKHOLDER") wishes to transfer all or any portion of its, his, or her Shares to any person or other entity (other than to a Permitted Transferee or other than to a competitor of EXE, including without limitation, Catalyst, Manhattan Associates, XxXxxx Corporation and Optum, to whom transfers shall be prohibited (the "Prohibited Transferees") (a "THIRD PARTY PURCHASER"), such Selling Stockholder shall offer such Shares first to the Company, by sending written notice (the "OFFERING NOTICE") to the Company, which shall state (a) the number of Shares proposed to be transferred (the "OFFERED SECURITIES") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "OFFER PRICE"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived or shall have expired.
Offering Notice. If an Investor (a "Selling Stockholder") wishes to sell or otherwise transfer all or any portion of its Shares to any Person (other than to a Permitted Transferee that is an Affiliate thereof) (a "Third Party Purchaser"), such Selling Stockholder shall offer such Shares first to the Company by sending written notice (the "Offering Notice") to the Company, which shall state (a) the number of Shares proposed to be sold or otherwise transferred (the "Offered Securities") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "Offer Price"). Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived by the Company or shall have expired under Section 3.1.2.
