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 (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 any Stockholder In the event that: ----------------- (i) IMI fails to exercise the “Stockholder Offeree”ROFR Right during the Option Period; or (ii) receives MI exercises the ROFR Right during the Option Period but a “bona fide” written offerlicense agreement is not successfully completed within the Negotiation Period, whether such offer is transmitted to one or more Stockholders McMaster shall have [***] from the last day of the Company, Option Period to reach a conditional agreement to [***] (failing which the “provisions of this subsection 3(c) shall be repeated prior to any future negotiations between McMaster and any third party with respect to the ROFR Intellectual Property); provided that any person to whom McMaster shows the ROFR Intellectual Property signs a confidentiality agreement containing terms reasonably satisfactory to IMI or to which IMI has previously agreed. If McMaster and the Third Party propose to enter into an agreement (which form of agreement is herein referred to as the "Third Party Offer”") from a potential transferee (in respect of [***] which McMaster is prepared to accept, then McMaster shall, prior to acceptance thereof, submit the “Third Party Offeror”) Offer to purchase Shares owned by the Stockholder Offeree IMI (and the Stockholder Offeree proposes McMaster shall be deemed to have offered to [***], and IMI shall be entitled to consider such Third Party Offer for a period of not more than [***], at or before which time IMI shall be entitled to accept the Third Party Offer, Offer and agree to become [***] on 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 terms and conditions of the Third Party Offer, the Stockholder Offeree shall obtain from the Third Party Offeror a statement in writing addressed to the Stockholder Offeree . The terms and signed by the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date conditions 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 shall only include terms and conditions which are able to be accepted by any [***], and shall not include provisions which are unique to the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is Party. If IMI has not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness submitted its written agreement to McMaster to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) within such time, it shall be deemed to have rejected such offer and McMaster shall be free to enter into the Third Party Offeror’s name, address and telephone number; and (vi) Offer with the Third Party Offeror’s willingness at any time during the 30 days following the date IMI rejects or is deemed to supply any additional information about itself as may be reasonably requested by any of have rejected 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 thereofOffer.

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.