Common use of Offering Notice Clause in Contracts

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. Subject to Section 12 and Section 8 of each of the Employment Agreements, if the any RAND Stockholder (the a "SELLING STOCKHOLDERSelling Stockholder") wishes to transfer all or any portion of its, his, or her his Shares to any person or other entity Person (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"Transferee) (a "THIRD PARTY PURCHASERThird Party Purchaser")) and such Selling Stockholder has received a bona fide offer to purchase such Shares from a Third Party Purchaser, such Selling Stockholder shall then offer such Shares first to the Company, by sending written notice (the an "OFFERING NOTICEOffering Notice") to the Company, which shall state (ai) the number of Shares proposed to be transferred (the "OFFERED SECURITIESOffered Securities") and ); (bii) the proposed purchase price per Share which offered by the Selling Stockholder is willing to accept 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 offer refusal provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Section 1, if the If any Stockholder (the each, a "SELLING STOCKHOLDER") wishes to sell or otherwise transfer all or any portion of its, his, its or her his Shares to any person or other entity Person (other than to (i) a Permitted Transferee that is an Affiliate thereof or other than to (ii) a competitor Permitted Transferee that is a Family Member or Family Trust of EXEKamine, including without limitation, Catalyst, Manhattan Associates, XxXxxx Corporation and Optum, to whom transfers shall be prohibited (in the "Prohibited Transferees"case of Kamine) (a "THIRD PARTY PURCHASER")) to the extent permitted under Section 2 of this Agreement, such Selling Stockholder shall offer such Shares first to the Company, Company (and second to the other Stockholders) by sending written notice (the "OFFERING NOTICE") to the CompanyCompany and the other Stockholders, 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 or shall have expired.

Offering Notice. Subject to Section 1, if the Stockholder (the "SELLING STOCKHOLDERSelling 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 PURCHASERThird Party Purchaser"), such Selling Stockholder shall offer such Shares first to the Company, by sending written notice (the "OFFERING NOTICEOffering Notice") to the Company, which shall state (a) the number of Shares proposed to be transferred (the "OFFERED SECURITIESOffered Securities") and (b) the proposed purchase price per Share which the Selling Stockholder is willing to accept (the "OFFER PRICEOffer 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.