Common use of Unsolicited Offer Clause in Contracts

Unsolicited Offer. In the event either Shareholder shall receive an ----------------- unsolicited offer for any or all of its shares in NEWCO (hereinafter in this Section 6 said Shareholder will be referred to as the "Seller") and shall obtain a bona fide written offer (which offer must be accompanied by a good faith deposit in the form of a certified check equal to at least ten percent (10%) of the purchase price) for such interest, which offer shall set forth the name and address of the prospective and beneficial (if any) purchaser, the number of shares to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions: *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (a) Upon receipt of such written offer which Seller desires to accept, Seller shall send to NEWCO and to the other Stockholder a photocopy of such offer (the "Offer"), together with a photocopy of the accompanying certified check, whereupon the other Shareholder shall have the option to purchase (which option shall be exercised by written notice given to the Seller and NEWCO within sixty (60) days after such notification), all (but not less than all) of the shares offered to be sold by the Seller for the same aggregate price and on the same terms and conditions (except that the closing shall be held at a mutually agreeable place and time within thirty (30) days after the expiration of the option period as defined above) as contained in the Offer. (b) If, at the end of such time periods as specified herein, the rights under this Article 6 to purchase all of the shares offered to be sold have not been exercised, then the consent of the other Shareholder is deemed to have been given and then, for those shares Seller shall be permitted to accept the Offer within sixty (60) days thereafter for the price and according to the terms and conditions set forth in the Offer; provided however, that the party to whom such shares are to be sold shall first agree to be bound by the provisions of this Article 6. (c) In the event shares are to be sold to a third party pursuant to this Section 6.4, and as a condition precedent to any such transaction, the Shareholders agree that the Seller shall first obtain from the third party its written consent to be bound by the terms and conditions of this Agreement upon the transfer of said shares.

Unsolicited Offer. In If the event either Shareholder shall receive Company receives an ----------------- unsolicited offer for any or all of its shares in NEWCO (hereinafter in this Section 6 said Shareholder will be referred to as the "Seller") and shall obtain a bona fide written third-party offer (which offer must be accompanied by or indication of interest in making an offer) with respect to a good faith deposit in the form Change of a certified check equal to at least ten percent Control transaction, it will provide prompt written notice (10%“Notice of an Offer”) of the purchase price) for such interest, which details of that offer shall set forth to Investor. If the name and address Board of the prospective and beneficial (if any) purchaser, the number of shares Directors elects to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions: *** Confidential treatment requested pursuant begin a process that could lead to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Change of Control (in response to that unsolicited offer), then it will (a) Upon receipt commence negotiations with the unsolicited bidder and with Investor to seek the highest value available from those parties; and (b) consider retaining the services of such written offer which Seller desires an investment banker to acceptguide the process, Seller shall send to NEWCO ensure that all reasonably identifiable third-party bidders are involved, and/or to render a fairness opinion if a deal is reached. If a definitive agreement is entered into based on those discussions, and if deemed necessary or appropriate by the Board of Directors, then the Company will endeavor to include a market check right in any definitive agreement, to allow the Company to “test the market” with respect to the other Stockholder price obtained. If Investor is the highest bid, it will permit a photocopy market check of such offer (the "Offer"), together with at least a photocopy of the accompanying certified check, whereupon the other Shareholder shall have the option to purchase (which option shall be exercised by written notice given to the Seller and NEWCO within sixty (60) days after such notification)calendar day period, all (on terms and in the manner the Board of Directors believes will best comply with its fiduciary duties to the stockholders of the Company. Investor or, if applicable, the third-party bidder, would be informed of the progress and results of any market check analysis. The Company would evaluate any revised offer from Investor or the third party, along with any other offers received during the market check. If, however, the unsolicited offer leads to a Board of Directors decision to explore a sale of the Company, but not less than all) of the shares on terms offered to be sold by the Seller for the same aggregate price and on the same terms and conditions (except that the closing shall be held at a mutually agreeable place and time within thirty (30) days after the expiration of the option period as defined above) as contained in the Offer. (b) Ifby, at the end of such time periods as specified hereinor not with, the rights under this Article 6 to purchase all of the shares offered to be sold have not been exercisedunsolicited third-party bidder, then the consent Company would proceed under the process set forth in Section 12.1 above. The Notice of an Offer may provide Investor a specified period of time within which to submit its own offer, such time period to be determined in the discretion of the other Shareholder is Board of Directors. If Investor does not provide an offer within any time period prescribed by the Board of Directors, then Investor will be deemed to have been given and then, for those shares Seller shall be permitted to accept the Offer within sixty (60) days thereafter for the price and according to the terms and conditions set forth in the Offer; provided however, that the party to whom such shares are to be sold shall first agree to be bound by the provisions of this Article 6. (c) In the event shares are to be sold to a third party waived all further rights pursuant to this Section 6.4, and as a condition precedent Article 12 related to any such the then contemplated Change of Control transaction, the Shareholders agree that the Seller shall first obtain from the third party its written consent to be bound by the terms and conditions of this Agreement upon the transfer of said shares.

Unsolicited Offer. In the event either Shareholder shall receive an ----------------- unsolicited offer for any or all of its shares in NEWCO either of VisEra Cayman (hereinafter in this Section 6 said Shareholder will be referred to as the "“Seller"”) and shall obtain a bona fide written offer (which offer must be accompanied by a good faith deposit in the form of a certified check equal to at least ten percent (10%) of the purchase price) for such interest, which offer shall set forth the name and address of the prospective and beneficial (if any) purchaser, the number of shares to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions: *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.: (a) Upon receipt of such written offer which Seller desires to accept, Seller shall send to NEWCO VisEra Cayman and to the other Stockholder a photocopy of such offer (the "“Offer"”), together with a photocopy of the accompanying certified check, whereupon the other Shareholder shall have the option to purchase (which option shall be exercised by written notice given to the Seller and NEWCO VisEra Cayman within sixty (60) days after such notification), all (but not less than all) of the shares offered to be sold by the Seller for the same aggregate price and on the same terms and conditions (except that the closing shall be held at a mutually agreeable place and time within thirty (30) days after the expiration of the option period as defined above) as contained in the Offer. (b) If, at the end of such time periods as specified herein, the rights under this Article 6 to purchase all of the shares offered to be sold have not been exercised, then the consent of the other Shareholder is deemed to have been given and then, for those shares Seller shall be permitted to accept the Offer within sixty (60) days thereafter for the price and according to the terms and conditions set forth in the Offer; provided however, that the party to whom such shares are to be sold shall first agree to be bound by the provisions of this Article 6. (c) In the event shares are to be sold to a third party pursuant to this Section 6.4, and as a condition precedent to any such transaction, the Shareholders agree that the *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Seller shall first obtain from the third party its written consent to be bound by the terms and conditions of this Amended Agreement upon the transfer of said shares.