Common use of Offering Notice Clause in Contracts

Offering Notice. Subject to Section 2, if any Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, (a "Selling Stockholder") wishes to Transfer all or any portion of its or his Shares, to any 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: (a) the name and address of the Third-Party Purchaser; (b) the number of Shares proposed to be Transferred (the "Offered Securities"); (c) the proposed purchase price per Share for the Offered Securities (the "Offer Price") and the type of consideration offered (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk of such non-cash consideration); and (d) 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 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 of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

Offering Notice. Subject to Section 2, if any ▇▇▇▇▇▇ --------------- Stockholder, other than a Series E Investor as to Shares General Atlantic Stockholder or Additional Stockholder (for purposes of Series E Preferred Stockthis Section 3.1.1, (a "Selling Transferring Stockholder") wishes to Transfer transfer ------------------------ all or any portion of its or his Shares, Shares to any Third-Person (other than a Permitted Transferee) (for purposes of this Section 3.1.1, a "Third Party Purchaser"), --------------------- such Selling Transferring Stockholder shall offer such Shares first to the Company by sending written notice (an for purposes of this Section 3.1.1, the "Offering -------- Notice") to the Company, with a copy to Loeb, Walker, the General Atlantic ------ Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state: state (a) the name and address of the Third-Party Purchaser; (b) the number of Shares proposed to be Transferred transferred (for purposes of this Section 3.1.1, the "Offered Securities"); ) ------------------ and (cb) the proposed purchase price per Share which the Transferring Stockholder is willing to accept (for the Offered Securities (purposes of this Section 3.1.1, the "Offer Price") and the type of consideration offered (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk of such non-cash consideration); and (d) 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 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 of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

Offering Notice. Subject to Section 2, if any Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, (a "“Selling Stockholder"”) wishes to Transfer all or any portion of its or his Shares, to any 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: (a) the name and address of the Third-Party Purchaser; (b) the number of Shares proposed to be Transferred (the "“Offered Securities"”); (c) the proposed purchase price per Share for the Offered Securities (the "“Offer Price"”) and the type of consideration offered (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk of such non-cash consideration); and (d) 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 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 of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

Offering Notice. Subject to Section 2Sections 2.2, 2.3, 2.4 and 3.1(h), --------------- if any Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, New Stockholder (a "Selling StockholderStockholder ") wishes to Transfer transfer all or any ------------------- portion of its or his Shares, Shares to any Third-Person (other than to its Permitted 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 first to the Company by sending written notice (an "Offering Notice") to each Investor --------------- Stockholder and the Company, which shall state: state (a) the name and address of the Third-Party Purchaser; (bi) the number of Shares proposed to be Transferred transferred (the "Offered Securities"); (cii) 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 the type of consideration offered (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk of such non-cash consideration); and (diii) 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 offer refusal provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy of the Offering Notice to each of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

Offering Notice. Subject to Section 2, if any Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, At least twenty (a "Selling Stockholder"20) wishes to Transfer all or any portion of its or his Shares, to any Third-Party Purchaser, such Selling Stockholder shall offer such Shares first days prior to the Company --------------- consummation of a proposed sale or transfer by sending written a Selling Shareholder which gives rise to the rights of the Tag-Along Rightholder as set forth in Section 2.1, each Selling Shareholder shall give notice (an "Offering Notice") to the Company, which Tag- --------------- Along Rightholder of each such proposed sale. The Offering Notice shall state: state (a) the name and address of the Third-Party Purchaser; such Selling Shareholder, (b) the number of Shares shares of Common Stock proposed to be Transferred sold or transferred (the "Offered Securities"); , (c) the ------------------ name and address of the proposed purchase price per Share for the Offered Securities (the "Offer Price") and the type of consideration offered (includingThird Party Purchaser, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk of such non-cash consideration); and (d) the other proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser, (e) the percent of shares of Common Stock that the Tag- Along Rightholder may sell to such sale. Upon delivery Third Party Purchaser (determined in accordance with Section 2.1), and (f) a representation that the Third Party Purchaser has been informed of the Offering Notice"tag-along" rights provided for in this Article 2 and has agreed to purchase the shares of Common Stock in accordance with the terms hereof. If requested by the Tag-Along Rightholder, such offer shall be irrevocable unless and until Selling Shareholder shall, promptly upon receipt of such request, provide to the rights of first offer provided for herein shall have been waived or shall have expired. The Company shall promptly deliver a copy Tag- Along Rightholder copies of the Offering Notice agreements or documents pursuant to each of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the which such proposed Transfer of the Offered Securities to the Third-Party Purchasersale is being effected.

Offering Notice. Subject to Section 2, if any Stockholder, other than a Series E Investor as to Shares of Series E Preferred Stock, --------------- Stockholder (a "Selling Stockholder") wishes to Transfer transfer all or any portion of its ------------------- its, his or his Shares, her Shares to any Third-Person (other than to a Permitted Transferee) (a "Third Party Purchaser") prior to the IPO Effectiveness Date, such Selling --------------------- Stockholder shall offer such Shares first to the Company Company, by sending written notice (an the "Offering Notice") to the Company, Company which shall state: state (a) the name and address of the Third-Party Purchaser; (b) the number --------------- of Shares proposed to be Transferred transferred (the "Offered Securities"); ) and (cb) the ------------------ proposed purchase price per Share for which the Offered Securities Selling Stockholder is willing to accept (the "Offer Price") and ). The Company, upon delivery of the type of consideration offered (includingOffering Notice, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Stockholder as is necessary for the Company and the Rightholders (as hereinafter defined) under this Section 3.1 to analyze the economic value and investment risk ----------- promptly will send copies of such non-cash consideration); and (d) the other terms and conditions of such salenotice to all Stockholders who are not Selling Stockholders. Upon delivery of the Offering NoticeNotice to the Company, such offer shall be irrevocable unless and until the rights of first 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 of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.