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.
Appears in 28 contracts
Samples: Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Generation Asia I Acquisition LTD)
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties Sponsor 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 NoticeSecurities.
Appears in 21 contracts
Samples: Letter Agreement (Atlantic Coastal Acquisition Corp. II), Letter Agreement (Atlantic Coastal Acquisition Corp. II), Letter Agreement (Atlantic Coastal Acquisition Corp. II)
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 NoticeSecurities.
Appears in 15 contracts
Samples: Forward Purchase Agreement (Anzu Special Acquisition Corp I), Forward Purchase Agreement (Anzu Special Acquisition Corp I), Forward Purchase Agreement (Tiga Acquisition Corp. III)
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties Advisors 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 each of the Purchaser Advisors pursuant to such Offering Notice, which shall be 50% of such New Equity Securities.
Appears in 9 contracts
Samples: Forward Purchase Agreement (CM Life Sciences III Inc.), Forward Purchase Agreement (CM Life Sciences III Inc.), Forward Purchase Agreement (CM Life Sciences II Inc.)
Offer Notice. (i) The Prior to offering or selling any New Securities, the Company shall give written notice (the “Offering Offer Notice”) to the Purchaser and the other Forward Contract Parties each Major Investor, stating (a) its bona fide intention to offer the such New Equity Securities and specifying Securities, (b) the number of such New Equity Securities to be offered, and (c) the material terms price and conditionsterms, including the priceif any, pursuant to upon which the Company it 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 NoticeSecurities.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Sprinklr, Inc.), Investors’ Rights Agreement (Ziprecruiter, Inc.), Investors’ Rights Agreement (Sprinklr, Inc.)
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 portion of such New Equity Securities offered to the Purchaser pursuant to such Offering NoticePurchaser.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.)
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 Offered Securities and specifying the number of New Equity Offered 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 NoticeOffered Securities.
Appears in 3 contracts
Samples: Equity Participation Agreement, Equity Participation Agreement (Far Point Acquisition Corp), Equity Participation Agreement (Far Point Acquisition Corp)
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties (defined below) 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.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp)
Offer Notice. (i) The Prior to offering or selling any New Securities, the Company shall give written notice (the “Offering Offer Notice”) to the Purchaser and the other Forward Contract Parties each Investor, stating (a) its bona fide intention to offer the such New Equity Securities and specifying Securities, (b) the number of such New Equity Securities to be offered, and (c) the material terms price and conditionsterms, including the priceif any, pursuant to upon which the Company it 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 NoticeSecurities.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Prometheus Biosciences, Inc.), Investors’ Rights Agreement (Prometheus Biosciences, Inc.), ’ Rights Agreement (Zentalis Pharmaceuticals, Inc.)
Offer Notice. (i) The Company shall give written notice (the “Offering Offer Notice”) to the Purchaser and the other Forward Contract Parties each such Major Investor, stating (i) its bona fide intention to offer the such New Equity Securities and specifying Securities, (ii) the number of such New Equity Securities to be offered, and (iii) the material terms price and conditionsterms, including the priceif any, pursuant to upon which the Company it 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 NoticeSecurities.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (M&m Media, Inc.), Investors’ Rights Agreement (M&m Media, Inc.)
Offer Notice. (i) The Company shall give written notice (the “Offering Offer Notice”) to the Purchaser and the other Forward Contract Parties Investor, stating (a) its bona fide intention to offer the such New Equity Securities and specifying Securities, (b) the number of such New Equity Securities to be offered, and (c) the material price and terms and conditions, including the price, pursuant to upon which the Company it 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 NoticeSecurities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Jones Soda Co), Investor Rights Agreement
Offer Notice. (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties Party 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.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Foley Trasimene Acquisition Corp.), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.)
Offer Notice. (i) i. The Company shall give written notice (the “Offering Notice”) to the Prospective 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 NoticeSecurities.
Appears in 1 contract
Offer Notice. (iA) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties Subscriber 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 Subscriber pursuant to such Offering NoticeNotice which shall be equal to 9.9% of the total New Equity Securities to be issued (the “ROFO Amount”).
Appears in 1 contract
Samples: Form of Anchor Subscription Agreement (Compass Digital Acquisition Corp.)
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.
Appears in 1 contract
Offer Notice. (i) The Company shall give written notice (the “Offering Offer Notice”) to the Purchaser and the other Forward Contract Parties each Investor, stating (i) its bona fide intention to offer the such New Equity Securities and specifying Securities, (ii) the number of such New Equity Securities to be offered, and (iii) the material terms price and conditionsterms, including the priceif any, pursuant to upon which the Company it 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 NoticeSecurities.
Appears in 1 contract
