Common use of Offer Notice Clause in Contracts

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. Unless otherwise agreed by If Landlord at its sole election acquires the Individual Foundersportion of the Additional Land on which Landlord proposed to build an approximately 130,000 square foot building as generally shown on Exhibit "B" as "Building II", subject and if Landlord at its sole election proceeds to Section 4(ebuild Building Two, prior to such time as Landlord has entered into initial leases of the entire rentable area of Building Two (the "Lease-up Period"), if any Individual Founder or any Founder Affiliate for so long as Tenant is not in Default hereunder and provided that Tenant then satisfies the Transfer Standards (applicable to leasing space in only one building), Tenant shall have the rights described in this Paragraph 44 ("Right of such Individual Founder (each, a “Selling Founder”First Offer") proposes to Transfer any shares of Class B Common Stock lease additional space in a Subject Transaction, the Selling Founder must first give to the other Individual Founder Building II (the “Offeree Founder”) a written notice ("First Right Space"). During the “ROFO Notice”)Lease-up Period, 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 Landlord shall be no less than the greater free to negotiate and enter into letters of the reported closing price intent or leases with other parties 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 First Right Space, provided that Landlord shall provide Tenant with a written "Offer Notice" if Landlord, in good faith, believes that a letter of intent that it receives from, or submits to, another party is likely to result in a letter of intent acceptable to Landlord. The Offer Notice will indicate the Monthly Base Rent Landlord is prepared to accept for the First Right Space and, if such Offer Notice is for the lease of less than the entire First Right Space, the Offer Notice will indicate which portion of the Selling Founder First Right Space the Offer Notice covers. Tenant shall have five (5) business days (ending at 5:00 p.m. on such fifth business day) after receipt of the Offer Notice ("Offer Notice Deadline") to deliver to Landlord the Tenant's written unconditional election to lease the space described in the Offer Notice for the Monthly Base Rent specified in the Offer Notice and otherwise on the terms and conditions set forth in this Paragraph 44 ("Tenant's Election Notice"). If Tenant does not deliver to Landlord its Tenant Election Notice within such five (5) business day period, Landlord shall be entitled to enter into a lease with the party with whom Landlord is negotiating or, within one hundred twenty (120) days following the Offer Notice Deadline, with any other tenant for the space described in the Offer Notice, provided that any such lease shall be at a Monthly Base Rent that is not more favorable to the Offeree Founder at Tenant than that specified in the Offer Notice (and for purposes of such comparison, if any material differences in the Tenant Allowance or Landlord's Work exist between such lease and this Lease, the Monthly Base Rent will be appropriately adjusted by amortizing the material differences over the term of the lease using 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 discount rate 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”ten percent).

Offer Notice. Unless otherwise agreed by the Individual Founders, Prior to making any Transfer that is subject to the terms of this Section 4(e)11.3, if any Individual Founder or any Founder Affiliate the Triggering Member shall give (i) to each Member and the Company written notice of such Individual Founder the triggering of this Section 11.3 and (eachii) to each other Preferred Member (collectively, a the “Selling FounderNon-Triggering Members”) 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 Offer Notice”), which ) that shall (i) state that the Selling Founder has include 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 copy of the proposed transferee, if known, (iii) set forth the price per Subject Share Purchase Offer and an offer (the “Subject Transaction Price Per ShareFirm Offer”) to sell all of the Triggering Member’s Units (or, in lieu of AcquisitionCo’s Units at AcquisitionCo’s sole and absolute discretion if AcquisitionCo is the Triggering Member, all of the equity of AcquisitionCo Parent) (the “Offered Equity”) to the Non-Triggering Members for a price (the “Offer Price”) equal to the portion of the Proposed Price attributable to the Offered Equity, on the same terms and conditions as those contained in the Purchase Offer; provided, that, the Subject Transaction Price Per Share Firm Offer shall be made without regard to any requirement that (A) xxxxxxx money or similar deposit be made by the Non-Triggering Members prior to closing and (B) any security (other than the Offered Equity) be provided by the Non-Triggering Members 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 deferred portion of the reported closing price for Offer Price. In calculating the shares portion of the Class A Common Stock of Proposed Price attributable to the Company on Offered Equity, (x) the trading day immediately preceding Proposed Price shall be broken down by price per Preferred Unit and Common Unit based on the date “Net Equity Value” methodology set forth in Section 12.3(a) below and assuming for purposes of such methodology that the ROFO Notice “Grossed Appraised Value” is the Proposed Price, 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 Proposed Price attributable to all of the Selling Founder to the Offeree Founder at a price per share equity of AcquisitionCo Parent, if applicable, shall be equal to the Subject Transaction Price Per Share aggregate value of the Units held by AcquisitionCo derived from the valuation methodology described in clause (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”)x) above.

Offer Notice. Unless otherwise agreed If the Company has not elected to purchase all of the Offered Shares within such ten-day period, Molex may elect to purchase all (but not less than all) of the Offered Shares for the price specified in the First Offer Notice by delivering written notice of such election to the Transferring Stockholder, the Other Stockholders and the Company as soon as practical but in any event within 30 days after delivery of the First Offer Notice (the "First Election Period"). If Molex has not elected to purchase all of the Offered Shares, the Transferring Stockholder shall provide written notice to each of the Other Stockholders within five days after the expiration of the First Election Period (the "Second Offer Notice"). Such Other Stockholders may elect to purchase all (but not less than all) of the Offered Shares (which number, if necessary, shall be reduced based upon the pro rata share of Stockholder Shares held by the Individual FoundersOther Stockholders electing to purchase pursuant to the Second Offer Notice) for the price specified in the Second Offer Notice by delivering written notice to Molex, subject the Other Stockholders and the Company within 15 days of the Second Offer Notice (the "Second Election Period"). If the Molex or Other Stockholders have elected to Section 4(e)purchase the Offered Shares, if any Individual Founder or any Founder Affiliate the transfer of such Individual Founder (each, a “Selling Founder”) proposes shares shall be consummated within 15 days after the expiration of the applicable Election Period. To the extent that Molex or the Other Stockholders have not elected to Transfer any shares purchase all of Class B Common Stock in a Subject Transactionthe Offered Shares, the Selling Founder must first give Transferring Stockholder may, within 90 days after the expiration of the Second Election Period, transfer all the Offered Shares to the other Individual Founder (party or parties identified in 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 First Offer Notice and the name of the proposed transferee, if known, (iii) set forth the Second Offer Notice at a 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 100% of the reported closing price for and on other terms no more favorable to the shares of the Class A Common Stock of transferees than offered to 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) Molex and the other material Other Stockholders in the Offer Notice. No Transfer pursuant to this Section 2(b) shall be effective until the transferee shall have agreed in writing to be bound by all the terms and conditions upon which it intends to Transfer such Subject Shares of this Agreement. The purchase price specified in such Subject Transaction and (iv) include a written offer to sell all any First Offer Notice or any portion Second Offer Notice shall be payable solely in cash at the closing of the Subject transaction, and no Stockholder 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 may 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”)pledged.

Offer Notice. Unless otherwise agreed by the Individual FoundersSo long as Tenant is not in Default hereunder, subject to Section 4(e), if any Individual Founder or any Founder Affiliate Tenant shall have a one-time right (“Right of such Individual Founder (each, a “Selling FounderFirst Offer”) proposes to Transfer any shares of Class B Common Stock in lease the entire (but not a Subject Transactionportion of) the building located at 0000 Xxxxxxx Xxxxx, the Selling Founder must first give to the other Individual Founder Xxxxxxxxx, Xxxxxxxxxx, (the “Offeree FounderFirst Right Space”) on the terms and conditions set forth in this Paragraph 44. After the execution of this Lease, Landlord shall not execute a letter of intent with a tenant for any portion of the First Right Space without first providing Tenant with a written notice (the “ROFO Offer Notice”), which shall (i) state that may be delivered by Landlord to Tenant at any time in Landlord’s sole discretion. The Offer Notice will indicate 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) Monthly Base Rent and the other material terms and conditions upon which it intends Landlord is willing to Transfer lease the First Right Space. Tenant shall have five (5) business days (ending at 5:00 p.m. on such Subject Shares in such Subject Transaction and (ivfifth business day) include a written offer to sell all or any portion after receipt of the Subject Shares of Offer Notice (“Offer Notice Deadline”) to deliver to Landlord the Selling Founder Tenant’s written unconditional election to lease the Offeree Founder at a price per share equal to space described in the Subject Transaction Price Per Share Offer Notice for the Rent specified in the Offer Notice and otherwise on the terms and conditions set forth in the Offer Notice (each, a “ROFO OfferTenant’s Election Notice”). Each ROFO If Tenant does not deliver to Landlord its Tenant Election Notice within such five (5) business day period, Landlord shall be entitled to enter into a lease with the party with whom Landlord is negotiating or, within one hundred twenty (120) days following the Offer Notice Deadline, with any other tenant(s) for the space described in the Offer Notice, provided that the first of any such lease(s) shall constitute be at a validMonthly Base Rent that is not less that 90% of the Monthly Base Rent indicated in the Offer Notice (and for purposes of such comparison, legally binding if any material differences in the Tenant Allowance or Landlord’s Work exist between such lease and enforceable offer this Lease, the Monthly Base Rent will be appropriately adjusted by amortizing the Selling Founder to sell each material differences over the term of its Subject Shares the lease using a discount rate of ten (10) percent.) If Landlord enters into such a lease, than Tenant’s rights under this Paragraph 44 shall terminate, and Landlord thereafter may enter into one or more additional leases with one or more parties with respect to the Offeree Founder First Right Space 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”)any time and on such terms and conditions as Landlord elects.

Offer Notice. Unless otherwise agreed by If the Individual Founders, subject to Section 4(e), if any Individual Founder Company or any Founder Affiliate of such Individual Founder (each, a “Selling Founder”) proposes to Transfer its Subsidiaries authorizes the issuance or sale of any shares of Class B Common Stock in a Subject TransactionNew Securities, the Selling Founder must first give to the other Individual Founder (the “Offeree Founder”) Company or such Subsidiary shall deliver a written notice (the an “ROFO Offer Notice”) to each Institutional Holder (including, for all purposes under this Section 8.3, such Institutional Holder’s Permitted Transferees then holding Units), which shall the Rollover Investors and any Executive or Management Unitholder granted preemptive rights in writing pursuant to a Management Equity Agreement (collectively, “Preemptive Rights Holders”) offering to issue or sell to such Preemptive Rights Holder a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) equal to the quotient determined by dividing (i) state that the Selling Founder has number of Class B Units on a bona fide intention to Transfer fully diluted basis held by such Preemptive Rights Holder (and its Subject Shares in a Subject Transaction, Permitted Transferees) by (ii) set forth the aggregate number of Class B Units on a fully diluted basis then held by all Preemptive Rights Holders, in each case determined before giving effect to the issuance of New Securities (the “Proportionate Share”). The Offer Notice shall be delivered to each Preemptive Rights Holder within 30 calendar days following the Company’s or the applicable Subsidiary’s authorization of such issuance or sale. In order to exercise its, his or her purchase rights under this Section 8.3, a Preemptive Rights Holder must deliver a written notice (an “Election Notice”) to the Company or the applicable Subsidiary describing its election hereunder, including the amount of New Securities which such Preemptive Rights Holder desires to purchase. Such Election Notice must be delivered to the Company or the applicable Subsidiary during the ten business day period (the “Offering Period”) following such Preemptive Rights Holder’s receipt of the Offer Notice. The Offer Notice shall state: (A) 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 New Securities (x) the trading day immediately preceding the date of the ROFO Notice to be issued in connection with such issuance, 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 their respective Proportionate Shares of the Selling Founder New Securities 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 be purchased by the Selling Founder Investors and their Affiliates in connection with such issuance; (B) the terms of (x) such New Securities (including the per Unit purchase price thereof) and (y) any agreement such Preemptive Rights Holder will be required, in accordance with Section 8.3 to sell each execute in connection with such issuance; and (C) the Preemptive Rights Holder’s Proportionate Share 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”)such issuance.

Offer Notice. Unless otherwise agreed by The Transferor shall cause the Individual Founders, subject proposed terms and conditions of the Transfer and all of the terms thereof to Section 4(e), if any Individual Founder or any Founder Affiliate be reduced to writing and shall promptly notify the Company and each member of the Xxxxx Voting Group of such Individual Founder Transferor’s desire to effect a Transfer and otherwise comply with the provisions of this Section 3.1(a)(iii) (eachsuch notice, a the “Selling FounderOffer Notice”) proposes ). The Company shall notify each member of the Xxxxx Voting Group of the date on which it received the Offer Notice. The Transferor’s Offer Notice shall constitute an irrevocable offer to Transfer sell any or all of the shares of Class B Company Common Stock that are described in a Subject Transaction, the Selling Founder must first give to the other Individual Founder Offer Notice (the “Offeree FounderOffered Shares”) a written notice to the members of the Xxxxx Voting Group (the “ROFO NoticeOfferees”), on the basis, at the purchase price and during the Option Periods described below. The Offer Notice must be provided to the Company and each Offeree between the first and third business days during a Trading Window. The price for the Offered Shares shall be equal to the mathematical average of the closing price of the Company’s Common Stock on the principal United States securities exchange on which shall such Common Stock is then listed (ior, if applicable, the successor exchange on which the Common Stock has been listed) state for the five days beginning on the day the Offer Notice is received by the Company (the “Purchase Price”). Notwithstanding anything to the contrary in this Agreement, if the Transferor is a member of the Xxxxx Nonvoting Group and the Transferor originally received the Offered Shares from a Prohibited Stockholder or from a successor-in-interest of such Prohibited Stockholder (directly, or indirectly through a distribution from a trust, entity or account created by such Prohibited Stockholder) in a transaction that the Selling Founder has was not a bona fide intention to Transfer its Subject Shares sale for an adequate and full consideration in a Subject Transaction, money or money’s worth (iias contemplated by Section 2036(a) 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 transfereeCode), if known, (iii) set forth then the price per Subject Share (the “Subject Transaction Price Per Share”) (provided, the Subject Transaction Price Per Share for any Subject Shares to Prohibited Stockholder shall not be sold on the open market or to be donated, gifted or otherwise Transferred in a Transfer for no value considered an Offeree and shall be no less than the greater precluded from purchasing any or all of the reported closing price for Offered Shares from 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”)Transferor.