Common use of First Notice Clause in Contracts

First Notice. If a Holder (the “Selling Holder”) has received a Bona Fide Offer and desires to transfer any or all of such Shareholder’s Securities (the “Offered Securities”), such Holder shall first give written notice (a “Transfer Notice”) thereof to the Company and each other Holder (“Non-Selling Holder”), identifying the proposed transferee, the number and type of Securities (i.e., Common Stock, Preferred Stock, Debentures, Warrants, or rights or options therefore) sought to be transferred, the proposed purchase price (which must be an “all cash” purchase, paid at closing) (the “Offered Price”), the terms of the proposed transaction including the proposed transaction date and if applicable, a copy of the Bona Fide Offer setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Holder to sell all of the Offered Securities to the Non-Selling Holders at the Offered Price and upon the same terms and conditions as the Selling Holder is willing to sell the Offered Securities to the proposed transferee. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Non-Selling Holders. Within thirty (30) days following the giving of the Transfer Notice (the “First Offer Period”) each Non-Selling Holder shall initially be entitled to elect, by giving written notice of such election to the Selling Holder, the Company, and the other Non-Selling Holders, to purchase his or her Pro Rata portion of the Offered Securities.