Further Offers Clause Samples
Further Offers. Until Closing, the Seller will (i) not provide any information about the Franchise Territories, with the intent to sell or solicit an offer to purchase the Assets of the Seller or the Franchise Territories, or a material interest therein to anyone other than the Purchaser, (ii) not negotiate or discuss with any other potential buyer other than the Purchaser the sale or possible sale of Assets of the Seller or the Franchise Territories, or any material interest therein, (iii) not sell or agree to sell the Assets of the Seller or the Franchise Territories, or any interest therein and not solicit any offer or indication of interest concerning the possible sale of the Assets of the Seller or the Franchise Territories, or any interest therein, and (iv) advise the Purchaser immediately of the receipt of any written offer or written proposal for any material interest in the Assets of the Seller or the Franchise Territories, including the terms of such an offer. The Seller agree that the Purchaser has and will expend considerable time and money in negotiating the purchase of the Assets and the preparation of this Agreement. The Seller therefore agrees to pay the sum of $7,000.00_ to the Purchaser as liquidated damages if the Seller breach the provisions of this Section 14.
Further Offers. For so long as this Agreement remains in effect, Purchaser and Seller agree to negotiate exclusively with each other, in good faith, toward the consummation of the transaction contemplated in this Agreement. In this regard, unless and until this Agreement is terminated by either party pursuant to the terms of this Agreement, Seller agrees to cease all responses to, negotiations, discussions or inquiries with, and/or any solicitations of, any other prospective purchaser with regard to sale of the Property, and Purchaser agrees to cease all responses to, negotiations, discussions or inquiries with, and/or any solicitations of, any other person or entity with regard to Purchaser's prospective purchase of real property as contemplated in this Agreement. SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN W9/TIB III REALTY, L.L.C. AND HITTITE MICROWAVE CORPORATION
Further Offers. (a) Apeiron acknowledges that within 15 months of the date the Stage 2 Condition is satisfied (FO Backstop Date), the Company may offer up to 250,000,000 Shares (in addition to the Second Placement Shares and those described in clause 12.1) pursuant to one or more offers of a nature to be determined by the Company in its discretion (after consultation in good faith with Apeiron), but one of which must include a Pro Rata Issue or Security Purchase Plan (as defined in the ASX Listing Rules) (Further Offers).
(b) If the Company determines to proceed with a Further Offer, the Company must give Apeiron written notice not less than ten Business Days before the announcement of the Further Offer (that date being the FO Notice Date).
(c) If the Company provides Apeiron with a notice in accordance with clause 12.2(b) in respect of a Further Offer and:
(i) the price at which Shares are offered for subscription under the relevant Further Offer is equal to or greater than the FO Offer Price; and
(ii) the total amount of funds raised by the Company through Further Offers (including the relevant Further Offer) will not exceed $15,000,000, then Apeiron agrees to underwrite the relevant Further Offer in accordance with clause 13.
Further Offers. Any NSMH Share remaining unaccepted as aforesaid shall be deemed to be offered by the selling PARTY for sale at the price established in terms stated in Clause 7.2.2(i) to such PARTIES as shall have accepted as aforesaid the NSMH Shares offered to them and in the proportions in which the NSMH Shares held by them bear to each other. Such PARTIES shall be at liberty to accept the NSMH Shares offered pursuant to this Clause 15.5 within 7 (Seven) days from the date of expiry of the period of 14 (Fourteen) days referred to in Clause 15.4. If any NSMH Shares remain indisposed of pursuant to the foregoing provisions, then such further offers as may be necessary shall be deemed to be made in like manner until all of the NSMH Shares concerned shall have been sold.
Further Offers. Any JVC Share remaining unaccepted pursuant to Clause 11.4 shall be deemed to be offered by the selling PARTY for sale at the Certified Value to such PARTIES as shall have accepted as aforesaid the JVC Shares offered to them and in the proportions in which the JVC Shares held by them bear to each other. Such PARTIES shall be at liberty to accept the JVC Shares offered pursuant to this Clause 11.5 within 30 (Thirty) days from the date of expiry of the period of 45 (Forty Five) days referred to in Clause 11.