Third Party Offer

Third Party Offer. A bona fide written offer by a Third Party to purchase all or a portion of a Stockholder's Shares, which notice shall specify the terms and conditions of the proposed Transfer, including (i) the name and address of the Third Party, (ii) the manner in which a disposition is proposed to be made, (iii) the price or consideration (which shall be cash) at which and the form in which the proposed Transfer is to be made, and (iv) all material terms and conditions of and to the Transfer.