Common use of Offering Notice Clause in Contracts

Offering Notice. Subject to Sections 8(a) and 8(b), if a Shareholder desires to Transfer all or any portion of his Shares to a third party (other than in connection with a Permitted Transfer, a Transfer pursuant to his tag-along rights set forth in Section 6(a), or a Transfer pursuant to Purchaser's bring-along rights set forth in Section 6(b)), such Shareholder (the "Selling Shareholder") shall give written notice thereof (the "Offering Notice") to the Company and to Purchaser. The Offering Notice shall be accompanied by a copy of the relevant acquisition agreement and shall state (i) the number of Shares to be Transferred (the "Offered Shares"); (ii) the name and address of the prospective Person (the "Prospective Purchaser") to whom the Selling Shareholder desires to Transfer such Offered Shares; (iii) the price of the Offered Shares to be paid by the Prospective Purchaser, which price must be payable in cash; (iv) that the proposed purchase of the Offered Shares shall be consummated no later than sixty (60) days after the expiration of the options referred to in subsections (c) and (d) below; and (v) that the offer of the Prospective Purchaser has been accepted by the Selling Shareholder subject to the rights of the Company and Purchaser contained in this Section 9.

Offering Notice. Subject to Sections 8(a) and 8(b)Section 2, if any Loeb --------------- Stockholder (for purposes of this Section 3.2.1, a Shareholder desires "Transferring Stockholder") ------------------------ wishes to Transfer transfer all or any portion of its or his Shares to a third party any Person (other than in connection with a Permitted TransferTransferee) (for purposes of this Section 3.2.1, a Transfer pursuant to his tag-along rights set forth in Section 6(a), or a Transfer pursuant to "Third Party ----------- Purchaser's bring-along rights set forth in Section 6(b)"), such Shareholder (the "Selling Shareholder") Transferring Stockholder shall give offer such Shares first to --------- Xxxxxx by sending written notice thereof (for purposes of this Section 3.2.1, the "Offering Notice") to the Company and to Purchaser. The Offering Notice shall be accompanied by Xxxxxx, with a copy of to the relevant acquisition agreement Company, the General Atlantic ---------------- Stockholders and the Additional Stockholders, which shall state (ia) the number of Shares proposed to be Transferred transferred (for purposes of this Section 3.2.1, the "Offered Shares"); (ii) the name and address of the prospective Person (the "Prospective PurchaserSecurities") to whom the Selling Shareholder desires to Transfer such Offered Shares; and (iiib) the price of the Offered Shares to be paid by the Prospective Purchaser, which price must be payable in cash; (iv) that the proposed purchase price per Share which the ------------------- Transferring Stockholder is willing to accept (for purposes of this Section 3.2.1, the Offered Shares "Offer Price"), provided that notwithstanding anything to the ----------- -------- contrary contained in this Agreement, for purposes of Section 3.2, a Permitted Transferee of Loeb shall be consummated no later than sixty mean only those Persons described in clauses (60) days after the expiration of the options referred to in subsections (cb)(i) and (db)(ii) below; and (v) that the offer of Section 2.2. Upon delivery of the Prospective Purchaser has been accepted by the Selling Shareholder subject to Offering Notice, such offer shall be irrevocable unless and until the rights of the Company and Purchaser contained in this Section 9first offer provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Sections 8(a) and 8(bSection 10(g), if a Shareholder the Participant desires to Transfer transfer all or any portion of his Shares to a third party (other than in connection with a Permitted Transferparty, a Transfer pursuant to his tag-along rights set forth in Section 6(a), or a Transfer pursuant to Purchaser's bring-along rights set forth in Section 6(b)), such Shareholder (the "Selling Shareholder") Participant shall give written notice thereof (the "Offering Notice") to the Company and to PurchaserCompany. The Offering Notice shall be accompanied by a copy of the relevant acquisition agreement and shall state (i) the number of Shares to be Transferred transferred (the "Offered Shares"); (ii) the name and address of the prospective Person person or entity (the "Prospective Purchaser") to whom the Selling Shareholder Participant desires to Transfer transfer such Offered Shares; (iii) the price of the Offered Shares to be paid by the Prospective Purchaser, which price must be payable in cash; (iv) that the proposed purchase of the Offered Shares shall be consummated no later than sixty (60) days after the expiration of the options option referred to in subsections subsection (c) and (d) below; and (v) that the offer of the Prospective Purchaser has been accepted by the Selling Shareholder Participant subject to the rights of the Company and Purchaser contained in this Section 910.

Offering Notice. Subject to Sections 8(a) and 8(b)Section 2, if any Xxxxxx --------------- Stockholder, General Atlantic Stockholder or Additional Stockholder (for purposes of this Section 3.1.1, a Shareholder desires "Transferring Stockholder") wishes to Transfer transfer ------------------------ all or any portion of its or his Shares to a third party any Person (other than in connection with a Permitted TransferTransferee) (for purposes of this Section 3.1.1, a Transfer pursuant to his tag-along rights set forth in Section 6(a"Third Party Purchaser"), or a Transfer pursuant --------------------- such Transferring Stockholder shall offer such Shares first to Purchaser's bring-along rights set forth in Section 6(b)), such Shareholder (the "Selling Shareholder") shall give Company by sending written notice thereof (for purposes of this Section 3.1.1, the "Offering -------- Notice") to the Company and to Purchaser. The Offering Notice shall be accompanied by Company, with a copy of to Loeb, Walker, the relevant acquisition agreement General Atlantic ------ Stockholders and the Additional Stockholders who, in each case, is not a Transferring Stockholder, which shall state (ia) the number of Shares proposed to be Transferred transferred (for purposes of this Section 3.1.1, the "Offered Shares"); (ii) the name and address of the prospective Person (the "Prospective PurchaserSecurities") to whom the Selling Shareholder desires to Transfer such Offered Shares; ------------------ and (iiib) the price of the Offered Shares to be paid by the Prospective Purchaser, which price must be payable in cash; (iv) that the proposed purchase price per Share which the Transferring Stockholder is willing to accept (for purposes of this Section 3.1.1, the "Offer Price"). ----------- Upon delivery of the Offered Shares Offering Notice, such offer shall be consummated no later than sixty (60) days after the expiration of the options referred to in subsections (c) irrevocable unless and (d) below; and (v) that the offer of the Prospective Purchaser has been accepted by the Selling Shareholder subject to until the rights of the Company and Purchaser contained in this Section 9first offer provided for herein shall have been waived or shall have expired.

Offering Notice. Subject to Sections 8(aIf either Member (an “Offering Member”) and 8(b), if a Shareholder desires to Transfer all or transfer all, but not less than all, of such Member’s Membership Interest (the “Offered Membership Interest”) to any portion of his Shares to a third party (Person, other than in connection with a Permitted Transfer, a Transfer pursuant to his tag-along rights set forth in Section 6(a), or a Transfer pursuant to Purchaser's bring-along rights set forth in Section 6(b))the other Member, such Shareholder (the "Selling Shareholder") Offering Member shall give written notice thereof (the "“Offering Notice"”) to the Company LLC and to Purchaserthe other Member (the “Other Member”). The Offering Notice shall be accompanied by a copy of the relevant acquisition agreement and shall state (i) the number of Shares to be Transferred (the "Offered Shares"); (ii) the name and address of the prospective Person (the "“Prospective Purchaser"Assignee”) to whom the Selling Shareholder Offering Member desires to Transfer such Offered Shares; Membership Interest, (iiiii) the price of the Offered Shares Membership Interest to be paid by the Prospective PurchaserAssignee, which price must be payable in cash; cash (ivthe “Proposed Purchase Price”), and the other terms and conditions of the offer, (iii) that the proposed purchase of the Offered Shares Membership Interest shall be consummated no later than sixty thirty (6030) days after the expiration of the options referred to in subsections Section 10.03(b), (c) and (d) below; and (viv) that the offer of the Prospective Purchaser Assignee has been accepted by the Selling Shareholder Offering Member, subject to the rights of the Company and Purchaser Other Member contained in this Section 910.03, (v) that the Prospective Assignee acknowledges and agrees to the rights of the Other Member contained in this Section 10.03 and (vi) that the Prospective Assignee has agreed to become a party to this Agreement and to be bound by the terms and conditions hereof to the same extent and in the same manner as the Offering Member. In addition, the Offering Member shall provide evidence reasonably satisfactory to the LLC and the Other Member as to the Prospective Assignee’s financial ability to consummate the proposed purchase.