Common use of Offering Notice Clause in Contracts

Offering Notice. Prior to exercising any rights under Article II or otherwise effecting any Transfer of any Class A Ordinary Shares, any Holder who desires to Transfer any number of Class A Ordinary Shares (such Holder being, a “Transferring Party”) shall first offer to the Company the option to purchase from such Holder such number of the Class A Ordinary Shares that such Holder desires to Transfer by giving written notice (the “Offering Notice”) to the Company stating the number of Class A Ordinary Shares that such Holder proposes to sell (the “Offered Stock”) and the proposed purchase price per share to be paid for such Class A Ordinary Shares (the “Offer Price”). An Offering Notice shall constitute an irrevocable offer from the Holder to the Company to sell to the Company the Offered Stock on the terms and conditions set forth in the Offering Notice for an amount of cash consideration per share equal to the Offer Price, and such irrevocable offer, if not accepted by the Company prior to the expiration of the Election Period (as defined below) in accordance with Section 1.4(b), shall expire at the expiration of the Election Period.