Common use of Third Party Offer Clause in Contracts

Third Party Offer. If any Stockholder (the “Stockholder Offeree”) receives a “bona fide” written offer, whether such offer is transmitted to one or more Stockholders of the Company, (the “Third Party Offer”) from a potential transferee (the “Third Party Offeror”) to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any of such Shares unless (a) such Stockholder Offeree has complied with the provisions of this Article III prior to taking any such action, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following the receipt of the Third Party Offer, the Stockholder Offeree shall obtain from the Third Party Offeror a statement in writing addressed to the Stockholder Offeree and signed by the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereof.

Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Stockholder Party intends to Transfer its Ownership Interest (the “Stockholder OffereeOfferor Party”) and such Offeror Party receives a bona fide offer (an “bona fide” written offer, whether such offer is transmitted to one or more Stockholders of the Company, (the “Third Party Offer”) from a potential transferee third party (a “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s Notice”) to the remaining Party (the “Third Party OfferorRemaining Party”) at least sixty (60) Business Days prior to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any closing of such Shares unless (a) such Stockholder Offeree has complied with Transfer, stating that the provisions of this Article III prior Offeror Party intends to taking any such actionmake a Transfer, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following identifying the receipt name and address of the Third Party OfferTransferee, specifying the Stockholder Offeree shall obtain from number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests which the Third Party Offeror Transferee has offered to pay for the First Refusal Party’s Interests (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a statement in writing addressed copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the Stockholder Offeree purchase price and signed by non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereofTransferee.

Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Stockholder Party intends to Transfer its Ownership Interest (the “Stockholder OffereeOfferor Party”) and such Offeror Party receives a bona fide offer (and “bona fide” written offer, whether such offer is transmitted to one or more Stockholders of the Company, (the “Third Party Offer”) from a potential transferee third party (a “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s Notice”) to the remaining Party (the “Third Party OfferorRemaining Party”) at least sixty (60) Business Days prior to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any closing of such Shares unless (a) such Stockholder Offeree has complied with Transfer, stating that the provisions of this Article III prior Offeror Party intends to taking any such actionmake a Transfer, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following identifying the receipt name and address of the Third Party OfferTransferee, specifying the Stockholder Offeree shall obtain from number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests which the Third Party Offeror Transferee has offered to pay for the First Refusal Party’s Interests (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a statement in writing addressed copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the Stockholder Offeree purchase price and signed by non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereofTransferee.

Third Party Offer. If (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock held by the FS Stockholder to a Third Party, the FS Stockholder shall cause each bona fide offer from such Third Party to purchase such shares from the FS Stockholder (a "Third-Party Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (the “"Initial Offer Notice") to the other Stockholders. Each Third-Party Offer shall include an offer to purchase shares of Common Stock from the Existing Stockholders and the Ripplewood Stockholder, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the FS Stockholder Offeree”) receives to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a “bona fide” written offer, whether such offer is transmitted to one or more Stockholders true copy of the Company, Third-Party Offer (including all material information available to the “Third Party Offer”) from FS Stockholder relating thereto). If a potential transferee (the “Third Party Offeror”) to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes desires to accept the Third Party Offeroffer contained in the Initial Offer Notice, the Stockholder Offeree may not sell any of such Shares unless (a) such Stockholder Offeree has complied with shall furnish written notice to the provisions of this Article III prior to taking any such actionFS Stockholder, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) within 20 days following the after its receipt of the Third Party OfferInitial Offer Notice, indicating such Stockholder's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock such Stockholder Offeree shall obtain from agrees to sell to the Third Party Offeror (the "Acceptance Notice"). If a statement in writing addressed Stockholder does not furnish an Acceptance Notice to the FS Stockholder Offeree and signed in accordance with these provisions by the end of such 20-day period, such Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notices of the Stockholders together with the shares of Common Stock proposed to be sold by the FS Stockholder to the Third Party Offeror are referred to collectively as "All Offered Shares". Within five days after the date on which the Third Party informs the FS Stockholder of the total number of shares of Common Stock which such Third Party has agreed to purchase in as many counterparts as may be necessary (collectivelyaccordance with the terms specified in the Initial Offer Notice, the “Statement”FS Stockholder shall send written notice (the "Final Notice") to the participating Stockholders setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by shares of Common Stock each participating Stockholder shall sell to the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms as determined in accordance with Subsection 3.3 of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s nameSection 3, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 which number shall not apply to any Third Party Offer which, if consummated, would constitute exceed the maximum number specified by a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereof.Stockholder in its