Drag Along and Tag Along Rights. 3.1 NOTICE OF SALE In the event any Investor has received a bona fide third-party offer for the transfer of two-thirds or more of the outstanding shares of capital stock of the Company that it intends to accept for which the consideration to be received by the Investor is cash or substantially all cash (a "Qualified Offer"), such Investor shall promptly deliver to the Company, the Employees and the other Investor written notice of the sale ("Notice of Sale") and the basic terms and conditions thereof, including the identity of the proposed purchaser.
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Sources: Employment Agreement (Avanade Inc.), Employee Stockholders Agreement (Avanade Inc.)