Common use of Offering Notice Clause in Contracts

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 the Principal Stockholder wishes to Transfer (other than pursuant to the Merger) all or any portion of his her 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 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 PurchaserTHIRD PARTY PURCHASER"), the Principal Stockholder shall first offer such Shares or Options to Parent, by sending written notice (an "Offering NoticeOFFERING NOTICE") to Parent, which shall state (i) the number of Shares or Options proposed to be transferred (the "Offered SecuritiesOFFERED 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 SalePUBLIC SALE") or otherwise (a "Private SalePRIVATE 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 PriceOFFER 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 the Principal Stockholder wishes to Transfer (other than pursuant to the Merger) all or any portion of his its Shares or Options Warrants to any person or entity (a "Third Party PurchaserTHIRD PARTY PURCHASER"), the Principal Stockholder shall first offer such Shares or Options Warrants to Parent, by sending written notice (an "Offering NoticeOFFERING NOTICE") to Parent, which shall state (i) the number of Shares or Options Warrants proposed to be transferred (the "Offered SecuritiesOFFERED 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 SalePUBLIC SALE") or otherwise (a "Private SalePRIVATE SALE"), ) and (iii) the proposed purchase price for the Offered Securities, which price must be in cash andSecurities (the "OFFER PRICE") which, 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 typegiven. 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 the Principal Stockholder wishes to Transfer (other than pursuant to the Merger) all or any portion of his its Shares or Options Warrants to any person or entity (a "Third Party Purchaser"), the Principal Stockholder shall first offer such Shares or Options Warrants to Parent, by sending written notice (an "Offering Notice") to Parent, which shall state (i) the number of Shares or Options Warrants 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"), ) and (iii) the proposed purchase price for the Offered Securities, which price must be in cash andSecurities (the "Offer Price") which, 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 typegiven. 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;