Common use of Offer Notice Clause in Contracts

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 Stockholders 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 Stockholders 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).

Appears in 3 contracts

Samples: Stockholders Agreement (Ohia Development Corp), Stockholders Agreement (Global Manufacturers & Contractors, S.A.), Stockholders Agreement (Phoenix Realty, Inc.)

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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 Stockholders 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 Stockholders 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).

Appears in 3 contracts

Samples: Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.)

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 each of the Founding Stockholders Investors of such Transferring Stockholder’s 's desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (such notice, the "Offer Notice"). The Transferring Stockholder’s 's Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Shares which that are the subject of the Transaction Offer (the "Offered Shares") to the Founding Stockholders and the CompanyInvestors, 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 relevant information in connection therewith).

Appears in 2 contracts

Samples: Stockholders Agreement (Eagle Test Systems, Inc.), Stockholders Agreement (Eagle Test Systems, Inc.)

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 Corporation and each of the Founding Stockholders Purchasers 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 2A (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 Stockholders Corporation and the Companyother Purchasers, 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 relevant information in connection therewith).

Appears in 1 contract

Samples: Investor Rights Agreement (Sirva Inc)

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 each of the Founding Stockholders Investors of such Transferring Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (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 Stockholders Company and the CompanyInvestors, together as a group, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, 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).

Appears in 1 contract

Samples: Stock Restriction Agreement (Open Link Financial, Inc.)

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Offer Notice. The Transferring Stockholder Member 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 Stockholders TA Members of such Transferring StockholderMember’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 7.4(c) and, if applicable, Section 2.4 7.4(d) (such notice, the “Company Offer Notice”). The Transferring StockholderMember’s Company Offer Notice shall constitute an irrevocable offer to sell any or all of the Shares Units which are the subject of the Transaction Offer (the “Offered SharesUnits”) to the Founding Stockholders and the Company, Company on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, the Transaction Offer. The Company Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all material relevant information in connection therewith).

Appears in 1 contract

Samples: Limited Liability Company Agreement (PREMIER NUTRITION Corp)

Offer Notice. The Transferring Management 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 Founding Stockholders Investors of such Transferring Management Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 2.3 3.3 and, if applicable, Section 2.4 3.4 (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 Stockholders Company and the CompanyInvestors, together as a group, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions ofas, 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).

Appears in 1 contract

Samples: Stockholders Agreement (Open Link Financial, Inc.)

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