Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.2, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to such other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Offer Notice. The Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and the Founding Stockholder of such Transferring Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 and, if applicable, Section 2.4 (such notice, the “Offer Notice”). The Transferring Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Founding Stockholder and the Company, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all material information in connection therewith).
Offer Notice. See Section 2.2.
Offer Notice. (i) The Offering Member shall give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying:
Offer Notice. (i) The Offering Member shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Units (or applicable Unit Equivalents) and specifying:
Offer Notice. (i) The Offering Stockholder shall, within five (5) Business Days of receipt of the Transfer Offer, give written notice (a “ROFR Notice”) to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer Offer for the Offered Stock and specifying:
Offer Notice. The Transferring Restricted Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and each of the Investors of such Transferring Restricted Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 3.4 (such notice, the “Offer Notice”). The Transferring Restricted Stockholder’s Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which are the subject of the Transaction Offer (the “Offered Shares”) to the Company and the Investors, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection therewith).
Offer Notice. Unless otherwise agreed by the Individual Founders, subject to Section 4(e), if any Individual Founder or any Founder Affiliate of such Individual Founder (each, a “Selling Founder”) proposes to Transfer any shares of Class B Common Stock in a Subject Transaction, the Selling Founder must first give to the other Individual Founder (the “Offeree Founder”) a written notice (the “ROFO Notice”), which shall (i) state that the Selling Founder has a bona fide intention to Transfer its Subject Shares in a Subject Transaction, (ii) set forth the number of Subject Shares proposed to be Transferred by the Selling Founder in such Subject Transaction and the name of the proposed transferee, if known, (iii) set forth the price per Subject Share (the “Subject Transaction Price Per Share”) (provided, the Subject Transaction Price Per Share for any Subject Shares to be sold on the open market or to be donated, gifted or otherwise Transferred in a Transfer for no value shall be no less than the greater of the reported closing price for the shares of the Class A Common Stock of the Company on (x) the trading day immediately preceding the date of the ROFO Notice and (y) the trading day immediately preceding the date of the ROFO Acceptance) and the other material terms and conditions upon which it intends to Transfer such Subject Shares in such Subject Transaction and (iv) include a written offer to sell all or any portion of the Subject Shares of the Selling Founder to the Offeree Founder at a price per share equal to the Subject Transaction Price Per Share (each, a “ROFO Offer”). Each ROFO Offer shall constitute a valid, legally binding and enforceable offer by the Selling Founder to sell each of its Subject Shares to the Offeree Founder at the Subject Transaction Price Per Share and, upon delivery thereof, shall be irrevocable. Each ROFO Offer shall be open for acceptance by the Offeree Founder for a period of five business days after the ROFO Notice is given (the “ROFO Period”).
Offer Notice. (i) Within two (2) Business Days following execution of a written letter of intent between the Company and the Target in connection with the Business Combination (the “Business Combination LOI”), the Company shall (a) deliver the Business Combination LOI to the Sponsor and (b) use its reasonable best efforts to request that the Target deliver to the Sponsor (and allow the Sponsor to deliver to potential purchasers of New Equity Securities as well as potential Third Party Purchasers (as defined below)) customary due diligence materials for an investment in New Equity Securities (subject to applicable confidentiality obligations), as promptly as practicable, including financial models, financial statements, dataroom access, access to the Target’s management team, and other materials that may be reasonably requested by the Sponsor (the “Marketing Materials”).
