Series A Stock. it shall first deliver to each other Consenting Stockholder a written notice (a "First Offer Notice of Sale") of its intention to so convert such shares of Series B Stock (the "First Offer Shares"). The First Offer Notice of Sale shall contain the Converting Stockholder's offer to sell the First Offer Shares to such other Consenting Stockholders at a price per share equal to the Market Price as of the date of the First Offer Notice of Sale (which price shall, unless otherwise agreed by the Converting Stockholder and the Consenting Stockholders accepting such offer, be payable in cash). As used in this Section 7.03, the "Qualifying First Offer Amount" means, with respect to any First Offer Notice of Sale, the amount, if any, by which the number of First Offer Shares specified in such First Offer Notice of Sale exceeds [*] percent of the number of shares of the Company Common Stock outstanding at the time such First Offer Notice of Sale is delivered (or such lesser amount as may be specified in the First Offer Notice of Sale or as may otherwise be agreed to by the Converting Stockholder).
Appears in 2 contracts
Sources: Joint Venture Formation and Stockholders Agreement (Gemstar International Group LTD), Joint Venture Formation and Stockholders Agreement (Gemstar International Group LTD)