Notice of Offer. If (i) at any time any Halifax Holder, Management Holder, Additional Holder or any of their Permitted Transferees (the "OFFERING HOLDER") receives a bona fide offer to purchase any or all of such Offering Holder's Subject Securities (the "TRANSFER STOCK") from any Third Party (other than to a Permitted Transferee) (the "OFFEROR") and (ii) such Offering Holder wishes to accept such offer (a "TRANSFER OFFER"), then the Offering Holder shall cause the Transfer Offer to be reduced to writing and shall provide a notice containing the offer to purchase specified below (the "TRANSFER NOTICE") to the Company and all other Stockholders. The Transfer Notice shall be accompanied by a true and correct copy of the Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the Offeror, the Transfer Stock, the price contained in the Transfer Offer and all the other terms and conditions of the Transfer Offer). The Transfer Notice shall constitute an irrevocable offer to sell any or all of the Transfer Stock to the Company and to all other Stockholders within 30 days of receipt by the Company of the Transfer Notice (the "OFFER PERIOD"). During the Offer Period, subject to the limitation in the next sentence, any combination of the Company and/or the other Stockholders will have the right and option to purchase all of the Transfer Stock at a price equal to the price contained in the Transfer Offer and upon the same terms as contained in the Transfer Offer. During the first 15 days of the Offer Period (the "COMPANY EXCLUSIVE FIRST REFUSAL PERIOD"), the Company shall have the exclusive right and option to purchase all of the Transfer Stock. Following the expiration of the Company Exclusive First Refusal Period, if the Company has not opted to purchase all of the Transfer Stock, the Company and any combination of the other Stockholders may purchase all of the Transfer Stock. For the avoidance of doubt, unless the Offering Holder shall have consented to the purchase of less than all of the Transfer Stock by the Company and/or the other Stockholders, neither the Company nor any Stockholder, nor any combination of the Company and any Stockholder may purchase any Transfer Stock pursuant to the foregoing provisions unless all of the Transfer Stock is to be so purchased (whether by the Company, the other Stockholders, or any combination thereof). Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at ...
Notice of Offer. Each Treasury Offer shall be made by written notice to the Treasury Offerees specifying:
Notice of Offer. If any holder of Shares (the “Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale. The Company shall have fifteen (15) Business Days from the date of the Proposed ROFR Seller issues the ROFR Notice, which shall be irrevocable for such time, to provide a written offer to the Proposed ROFR Seller to purchase all or any portion of the Offered Shares on terms, including price, no less favorable to the Proposed ROFR Seller than those reflected in the ROFR Notice.
Notice of Offer. A holder of a Fixed Transmission Right wishing to offer the Fixed Transmission Right for sale shall notify the Office of the Interconnection of any Fixed Transmission Rights to be offered. Each Fixed Transmission Right sold in an auction shall, at the end of the period for which the Fixed Transmission Rights were auctioned, revert to the offering holder or the entity to which the offering holder has transferred such Fixed Transmission Right, subject to the term of the Fixed Transmission Right itself and to the right of such holder or transferee to offer the Fixed Transmission Right in the next or any subsequent auction during the term of the Fixed Transmission Right.
Notice of Offer. Each Offer shall be made by written notice (the “Sale Notice”) to the Companies and the Other Offerees specifying:
Notice of Offer. Subject to the terms and conditions specified in Section 9.01 and Section 9.02, if any Member holding Class B Profits Units (the “Class B Offering Member”) receives a bona fide offer that the Class B Offering Member desires to accept to Transfer all or any portion of the Class B Profits Units it owns (the “Offered Class B Units”), the Class B Offering Member shall, within ten (10) days of receipt of the Transfer offer, give written notice (the “Class B Offering Member Notice”) to the Company and the other Members holding Class B Profits Units stating that it has received a bona fide offer for a Transfer of its Class B Profits Units (as applicable) (or applicable Unit Equivalents) and specifying:
Notice of Offer. If any Employee Shareholder (the "Selling Employee Shareholder") receives a bona fide written offer (the "Offer") from any Person (the "Prospective Purchaser") to purchase any or all of the Selling Employee Shareholder's Shares (the Shares subject to the Offer hereinafter referred to as the "Offered Shares"), then such Selling Employee Shareholder shall first offer such Shares at the proposed purchase price set forth in the Offer (the "Offer Price") and give notice of the Offer (the "Notice of Offer") to the Company and to Metretek. The Notice of Offer shall include the number of Offered Shares, the Offer Price, the identity of the Prospective Purchaser and the terms of the proposed Transfer in reasonable detail, including the name and address of the Prospective Purchaser (including its name and address), and the other material terms of the Offer. The Notice of Offer shall also contain an irrevocable offer by the Selling Employee Shareholder to sell the Offered Shares to the Company upon the terms and conditions of the Rights of Refusal set forth in this Agreement.
Notice of Offer. In the event a Beneficiary, directly or indirectly, at any time, wishes or has the intention to Transfer any of its Beneficiary Rights to a third party other than an Affiliate, such Beneficiary must deliver written notice of such intention to the other Beneficiary and to the Trustee, with a copy to the Company (the “Notice of Offer”), indicating (1) the percentage of Beneficiary Rights owned by the Beneficiary that are subject to such Transfer (the “Offered Beneficiary Rights”), (2) the purchase price (the “Minimum Price”) for such Offered Beneficiary Rights, (3) all other material terms and conditions of the proposed Transfer, including payment terms and the identity of the potential third party purchaser (the “Third Party Purchaser”) with sufficient detail and (4) the terms and conditions contained in the Notice of Offer shall be maintained for a transfer to the other Beneficiary in the event of a Notice of Exercise (as described below).
Notice of Offer. If HWH or the Company receives a bona fide offer from a third party relating to the acquisition of all of the outstanding shares of capital stock, or all or substantially all of the assets, of the Company, which HWH intends to pursue, HWH shall promptly, and in any event at least 30 days prior to the consummation of such transaction, give written notice thereof to the Buyers, which notice shall set forth (a) the identity of the third party offeror, and (b) a summary of the material terms and conditions of such offer. The Buyers shall keep confidential the information contained in any such notice. In addition, from the date of receipt of such notice until the earlier of (i) any public announcement or release of such offer, or (ii) receipt by the Buyers of notice from HWH of HWH's decision not to pursue such offer, the Buyers shall not acquire or dispose of any beneficial ownership of any publicly traded securities of the Company or the Principal Subsidiary, including debt securities issued under the Indentures, except in accordance with the terms of Section 1.05 or Articles II and III and all applicable securities laws.
Notice of Offer. In the event Purchaser desires to accept a bona fide third-party offer ("Offer") for the transfer of any or all of his shares of the Common Stock, (the shares subject to such offer to be hereafter called the "Target Shares"), the Purchaser shall promptly deliver to the Company and the Seller written notice of the intended disposition ("Disposition Notice") and the basic terms and conditions thereof, including the identity of the proposed purchaser.
