Proposed Transfer Notice. Each Ordinary Shareholder (including its successors and permitted assigns) (a “Transferor”) proposing to make a Transfer (a “Proposed Transfer”) must deliver a notice (the “Proposed Transfer Notice”) to the Company and the Eligible Holders. Such Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including without limitation a description and the share price of the Shares (the “Transfer Shares”) that such Transferor may propose to transfer, and the identity of the Prospective Transferee. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferor with the Company that contains a preexisting right of first refusal, the terms of this Agreement shall prevail and the preexisting right of first refusal shall be deemed satisfied by compliance with this Section 6.2. Fifth Amended and Restated Shareholders’ Agreement
Proposed Transfer Notice. If Buyer receives any offer made by a third party that Buyer is willing to accept (a “Proposed Transfer”), then Buyer shall provide written notice to Pulte (the “Proposed Transfer Notice”) identifying the following terms of the Proposed Transfer: (i) the names and addresses of the parties to the Proposed Transfer; (ii) the Proposed Transfer Property; (iii) if applicable, the voting stock to be transferred (the “Transferred Interest”); (iv) the consideration to be paid by the proposed transferee (the “Proposed Transfer Purchase Price”); (v) the amount of xxxxxxx money (the “Xxxxxxx Money”); and (vi) the outside closing date for the Proposed Transfer (the “Outside Closing Date”). A copy of any written offer and any agreement made by the proposed transferee (or a written summary of its material terms) shall be attached to the Proposed Transfer Notice. If the Proposed Transfer is to be made in exchange for property of the transferee, Buyer shall place a dollar value on the property to be exchanged and the Proposed Transfer Purchase Price shall be deemed to be equal to such dollar value, subject to the provisions of Section 2.5 below. If the Proposed Transfer consists of a transfer of a Transferred Interest, the Proposed Transfer Purchase Price shall be deemed to be an amount equal to the dollar value of the consideration to be paid by the prospective new shareholder (the “New Interest Holder”) for such interest.
Proposed Transfer Notice. If at any time a Stockholder proposes (“Proposed Transfer”) to Transfer of any shares of Capital Stock (or any interest therein) beneficially owned by such Stockholder or any Affiliate (other than the Company) (“Transfer Stock”) to another person or entity (“Prospective Transferee”), then such Stockholder shall as a precondition to such Proposed Transfer give the Investors written notice of the Stockholder’s intention to make the Transfer (the “Transfer Notice”), which Transfer Notice shall include (i) a description of the Transfer Stock, (ii) the name, address, phone number and identity of the Prospective Transferee(s) and (iii) the consideration and the material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall certify that the Stockholder has received an offer from the Prospective Transferee(s) and in good faith believes a binding agreement for the Proposed Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Proposed Transfer.
Proposed Transfer Notice. Each Restricted Shareholder (including its successors and permitted assigns) (a “Transferor”) proposing to make a Transfer (a “Proposed Transfer”) must deliver a notice (the “First Proposed Transfer Notice”) to the Investors (together with its assignees of any Preferred Shares or Conversion Shares (if applicable), the “ROFR Eligible Holder”) and the Company firstly. Such First Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including without limitation a description and the share price of the Shares (the “Transfer Shares”) that such Transferor may propose to Transfer, and the identity of the Prospective Transferee. The First Proposed Transfer Notice shall certify that the Transferor has received a definitive offer from the Prospective Transferee and in good faith believes a binding agreement for the Proposed Transfer is obtainable on the terms set forth in the First Proposed Transfer Notice. The First Proposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Proposed Transfer. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferor with the Company that contains a preexisting right of first refusal, the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with this Section 6.2.
Proposed Transfer Notice. Each Restricted Shareholder (including its successors and permitted assignees) (a “Transferor”) proposing to make a proposed Transfer must deliver a notice (the “Proposed Transfer Notice”) to the Company and the holders of Preferred Shares (“Eligible Holders”, each an “Eligible Holder”). Such Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including without limitation a description of the Shares (the “Transfer Shares”) that such Transferor proposes to transfer (a “Proposed Transfer”), and the identity of the Prospective Transferee.
Proposed Transfer Notice. Each Founder proposing to make a Proposed Founder Transfer must deliver a Proposed Transfer Notice to the Company and the Investors not later than twenty (20) days prior to the consummation of such Proposed Founder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Founder Transfer and the identity of the Prospective Transferee.
Proposed Transfer Notice. Each Restricted Shareholder (including its successors and permitted assignees) (a “Transferor”) proposing to make a Transfer (a “Proposed Transfer”) must deliver a notice (the “Proposed Transfer Notice”) to each holder of any Preferred Shares (each an “Eligible Holder”, collectively the “Eligible Holders”) no later than forty-five (45) calendar days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including without limitation a description of the Shares (the “Transfer Shares”) that such Transferor proposes to transfer, the transfer price for the Transfer Shares and the identity of the Prospective Transferee. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferor with an Eligible Holder that provides a preexisting right of first refusal, the terms of this Agreement shall prevail and the preexisting right of first refusal shall be deemed satisfied by compliance with this Section 6.2.
Proposed Transfer Notice. Each Key Holder (including their successors and permitted assigns) (a “Key Holder Transferor”) proposing to make a Proposed Transfer (a “Key Holder Proposed Transfer”) must first deliver a notice (the “Key Holder Proposed Transfer Notice”) to the Company and each of the Preferred Shareholders no later than sixty (60) calendar days prior to the consummation of such Key Holder Proposed Transfer. Such Key Holder Proposed Transfer Notice shall contain the material terms and conditions of such Key Holder Proposed Transfer and all other information which are reasonably necessary to fully describe such Key Holder Proposed Transfer, including without limitation, (i) a description of the Shares (the “Key Holder Transfer Shares”) that such Key Holder Transferor propose to transfer, the consideration and the identity of the Bona Fide Purchaser, a written certification by the Key Holder Transferor that it has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Bona Fide Purchaser is obtainable on the terms set forth in the Proposed Key Holder Transfer Notice; and (ii) copy of any written proposal, term sheet or letter of intent or other agreement relating to the Key Holder Proposed Transfer. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder Transferor with the Company that contains a pre-existing right of first refusal, the terms of this Agreement shall prevail and the pre-existing right of first refusal shall be deemed satisfied by compliance with this Section 4.2.
Proposed Transfer Notice. If Tenant desires to effect a Transfer covering more than one (1) floor of the Premises or for a term of thirty (30) months or more (each, a "Recapture Transfer"), then at least thirty (30) days prior to the date when Tenant desires the Transfer to be effective, Tenant shall give Landlord a notice identifying the space to be assigned, encumbered, subleased or otherwise transferred (the "Transfer Premises") and the rentable square footage of the Transfer Premises (the "Proposed Transfer Notice"). Delivery to Landlord of a Proposed Transfer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord may, at its option, recapture the Transfer Premises for the balance of the Term hereof. Said option may be exercised by Landlord by notice given to Tenant at any time within thirty (30) days after Landlord's receipt of the Proposed Transfer Notice (the "Recapture Period"); and during such thirty (30) day period Tenant shall not assign this Lease nor sublet such space to any person or entity. If Landlord fails to exercise its option to recapture as aforesaid within such thirty (30) day period, then for the nine (9) month period commencing on the date of Landlord's receipt of the Proposed Transfer Notice, Landlord shall have no right to recapture the Transfer Premises in connection with a proposed Transfer involving only the Transfer Premises. However, if Tenant shall desire to Transfer part of the Transfer Premises or if Tenant shall desire to Transfer the Transfer Premises together with another portion of the Premises, then Landlord shall again have the recapture option described in this Section, exercisable by notice to Tenant given within thirty (30) days after a new Proposed Transfer Notice has been delivered to Landlord pursuant to the provisions hereof.
Proposed Transfer Notice. Written notice from an Existing Holder setting forth the terms and conditions of a Proposed Existing Holder Transfer.
