Common use of RECEIPT OF OFFER Clause in Contracts

RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders and JJ Stockholders shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation Securities"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "Offer"), which such Stockholder desires to accept, such Stockholder (the "Selling Stockholder") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "Remaining Stockholders") and to the Corporation. For purposes of this Section 2.4, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "Non-Cash Portion") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b) and (c), and 2.5 shall not begin to run until the parties have assigned a value to the Non-Cash Portion.

RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders Cozzx Xxxckholders and JJ Stockholders shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation SecuritiesOFFERED CORPORATION SECURITIES"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "OfferOFFER"), which such Stockholder desires to accept, such Stockholder (the "Selling StockholderSELLING STOCKHOLDER") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "Remaining StockholdersREMAINING STOCKHOLDERS") and to the Corporation. For purposes of this Section 2.4, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "NonNON-Cash PortionCASH PORTION") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b) and (c), and 2.5 shall not begin to run until the parties have assigned a value to the Non-Cash Portion.

RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders and JJ Stockholders Stockholder shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation SecuritiesOFFERED CORPORATION SECURITIES"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "OfferOFFER"), which such Stockholder desires to accept, such Stockholder (the "Selling StockholderSELLING STOCKHOLDER") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "Remaining StockholdersREMAINING STOCKHOLDERS") and to the Corporation. For purposes of this Section 2.42.3, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "NonNON-Cash PortionCASH PORTION") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b2.3(b) and (c), and 2.5 2.4 shall not begin to run until the parties have assigned a value to the Non-Cash Portion.

RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders and JJ Stockholders Cozzx Xxxckholders or TBJ shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation SecuritiesOFFERED CORPORATION SECURITIES"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii2.2(ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "OfferOFFER"), which such Stockholder desires to accept, such Stockholder (the "Selling StockholderSELLING STOCKHOLDER") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (subject to the restrictions set forth in Section 2.1) (the "Remaining StockholdersREMAINING STOCKHOLDERS") and to the Corporation. For purposes of this Section 2.42.3, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "NonNON-Cash PortionCASH PORTION") ), the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b2.3(b) and (c), and 2.5 2.4, shall not begin to run until the parties have assigned a value to the Non-Cash Portion.