Common use of Offering Notice Clause in Contracts

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. Subject to Sections 2.2Section 2.1, 2.3if, 2.4 and 3.1(h)at any time prior to the Initial Public Offering, if any Stockholder other than a Heartland Entity (a "Selling Stockholder") holder of Shares wishes to transfer all or any portion of its its, his or her Shares (a “Selling Shareholder”) to any Person (other than to its a 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 other than in a bona fide offer to purchase such Shares from a Third Party Purchasertransaction described above in Section 2.2, such Selling Stockholder Shareholder shall then offer to sell such Shares first to each holder of Shares other than the Selling Shareholder (collectively, the “Non-Selling Shareholders”), by sending written notice (an "“Offering Notice"”) to the Company and each Investor Stockholder and the CompanyNon-Selling Shareholder, which shall state state: (ia) the name and address of the proposed purchaser; (b) the number of Shares of Capital Stock proposed to be transferred (the "“Offered Securities"”); (iic) 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 (iiid) the other 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. Subject to Sections 2.2, 2.3, 2.4 and 3.1(h), if any New 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 to sell such Shares to, 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 other 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. Subject to Sections 2.2, 2.3, 2.4 and 3.1(h)Section 2, if any Stockholder other than a Heartland Entity Major Stockholder, (a "Selling Stockholder") wishes to transfer all or any portion of its Shares Equity Interests to any Person (other than to its a 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 such Equity Interests first to sell such Shares the Major Stockholders (who, in each case, is not a Selling Stockholder) (for the purpose of Section 3.1, each a "Rightholder" and collectively, the "Rightholders") by sending written notice (an "Offering Notice") to each Investor Stockholder and the CompanyMajor Stockholder, which shall state (ia) the number of Shares Equity Interests, proposed to be transferred (the "Offered Securities"); (iib) the proposed purchase price per Share proposed by the Selling Stockholder or offered by the Third Party Purchaser Equity Interest, for the Offered Securities (the "Offer Price"); and (iiic) 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 offer provided for herein shall have been waived or shall have expired. The Selling Stockholder shall also promptly deliver a copy of the Offering Notice to IX, Holdco, ▇▇▇▇▇▇▇▇▇ and the Company.

Offering Notice. Subject to Sections 2.2, 2.3, 2.4 Section 2 and 3.1(h)all Requirements of Law, if any Stockholder other than a Heartland Entity Shareholder (a "Selling StockholderShareholder") wishes to transfer all or any portion of its or his Restricted Shares to any Person person (other than to its a 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 Shareholder shall then offer such Restricted Shares to sell such Shares the SAIF Shareholders and the VentureTech Shareholders in accordance with Section 3.1(b), by sending written notice (an "Offering Notice") to each Investor Stockholder and the Companyother Shareholders, which shall state (ia) the number of Restricted Shares proposed to be transferred (the "Offered Securities"); (iib) the proposed purchase price per Restricted Share proposed by the Selling Stockholder or offered by the Third Party Purchaser for the Offered Securities (the "Offer Price"); and (iiic) 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 offer provided for herein 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 New Stockholder other than a Heartland Entity (a "Selling StockholderSELLING 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 PurchaserTHIRD PARTY PURCHASER") and such Selling Stockholder wants to make any offer to sell such Shares to, 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 NoticeOFFERING NOTICE") to each Investor Stockholder and the Company, which shall state (i) the number of Shares proposed to be transferred (the "Offered SecuritiesOFFERED 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 PriceOFFER PRICE"); and (iii) the other 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. Subject to Sections 2.2Section 2, 2.3, 2.4 and 3.1(hif the Special Director (or Global Village), if any Stockholder other than Special Manager (or Young Vision) (each, a Heartland Entity (a "“Selling Stockholder"Shareholder”) wishes to directly or indirectly transfer all or any portion of its Shares to any Person (other than to its a Permitted Transferee or in the case of a Major Stockholder, to its Partner Transferee) (a "“Third Party Purchaser") and such ”), the Selling Stockholder wants to make any Shareholder shall offer or has received a bona fide offer to purchase such Shares from a Third Party Purchaserfirst to the Company, 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 (ia) the number of Shares proposed to be transferred (the "“Offered Securities"”); (iib) 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 (iiic) 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 offer provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to the Preferred Shareholders.

Offering Notice. Subject to Sections 2.2, 2.3, 2.4 and 3.1(h), if If any Stockholder other than a Heartland Entity Clarion Stockholder (a "“Selling Stockholder"”) wishes to transfer all or any portion of its its, hers or his Shares to any Person (other than to its Permitted Transferee transfers in accordance with Sections 2.2, 3.1(f) or 3.1(g) or in the case of a Major Stockholder, to its Partner Transfereeconnection with an Initial Public Offering or any subsequent Public Sale) (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 first to each of the Clarion Stockholders (for the purpose of this Section 3.1, each, a “Rightholder” and collectively, the “Rightholders”), by sending written notice (an "“Offering Notice"”) to each Investor Stockholder and of the CompanyRightholders, which shall state (i) the number and class 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 share for the Offered Securities (the "“Offer Price"”); and (iii) the other 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 offer provided for herein shall have been waived or shall have expired. Such Selling Stockholder shall promptly deliver a copy of the Offering Notice to the Company.

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 StockholderSELLING 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 PurchaserTHIRD 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 NoticeOFFERING NOTICE") to each Investor Stockholder and the Company, which shall state (i) the number of Shares proposed to be transferred (the "Offered SecuritiesOFFERED 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 PriceOFFER 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. Subject to Sections 2.2, 2.3, 2.4 and 3.1(h)Section 2, if any Stockholder other than a Heartland Entity Shareholder (a "“Selling Stockholder"Shareholder”) wishes to transfer all or any portion of its or his Shares to any Person (other than to its a 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 Shareholder shall then offer to sell such Shares first to the Company, by sending written notice (an "“Offering Notice"”) to each Investor Stockholder and the Company, which shall state (ia) the number of Shares proposed to be transferred (the "“Offered Securities"”); (iib) 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 (iiic) 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 offer provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to each Shareholder (other than the Selling Shareholder).