Notice of Third Party Offer Sample Clauses

Notice of Third Party Offer. If a Shareholder (the "Transferring shareholder") receives and wishes to accept a bona fide offer from a third party who is arm's length (the "Third Party Offer") to purchase all or any portion of the shares of the Company owned by such Shareholder (the "Offered Shares"), the Transferring Shareholder shall forthwith provide the other Shareholders (the "Recipient Shareholders") with a copy of the Third Party Offer and a written notice setting forth its intention to accept the Third Party Offer.
Sample 1
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Notice of Third Party Offer. Any Shareholder desiring to effect a Transfer of Stock in the Corporation ("Offeror") shall send to the Corporation and to the other Shareholders a notice (the "Offer Notice") that includes a true copy of a bona fide written offer ("Offer") for the purchase of all or any portion of the Stock of the Offeror, together with reasonable information requested by the Corporation or the other Shareholders from which a judgment may be made as to the ability of the prospective purchaser to so purchase and as to the desirability of permitting the prospective purchaser to be a shareholder of the Corporation.
Sample 1
Notice of Third Party Offer. (1) If at any time on or before the fifth anniversary of the Closing Date, the Vendor receives a bona fide arm’s length offer (a “Third Party Offer”) from an offeror (an “Offeror”) to purchase fee simple title to any of the Retained Lands, which offer the Vendor is ready, willing and able to accept, then, and so often as the same occurs, the Vendor will promptly:
Sample 1
Notice of Third Party Offer. If any Owner desires to transfer all or any portion of its Ownership Interest pursuant to a bona fide offer (which offer shall include all of the terms and conditions of the proposed transfer) from any Person (such Owner being referred to as the “Transferring Owner”; the whole of such Ownership Interest or any lesser portion thereof to be transferred, as the case may be, being referred to as the “Transferring Interest”; such offer being referred to as the “Third-Party Offer”; and such Person making the Third-Party Offer being referred to as the “Third-Party Offeror”), the Transferring Owner shall deliver written notice thereof, which shall include a copy of the Third-Party Offer (such written notice, including such copy of the Third-Party Offer, being referred to as the “Third-Party Offer Notice”), to each of the other Owners (“Non-Transferring Owners”), and for a period of 60 days following its receipt of the Third-Party Offer Notice (such sixty-day period being referred to as the “Third-Party Offer Period”), each of the Non-Transferring Owners shall have the right to acquire its Proportionate Share of the Transferring Interest on the terms and conditions set forth in the Third-Party Offer (such right being referred to as a “Right of First Refusal”), provided that the consideration to be paid by a Non-Transferring Owner that elects to exercise its Right of First Refusal (such Non-Transferring Owner being referred to as a “Purchasing Owner”) shall be its Proportionate Share of:
Sample 1
Notice of Third Party Offer. If any Party (in this Section 6 also called the “Offeror”) receives any offer (“Third Party Offer”) from a third party (“Third Party”) to Transfer its Ownership Interest to such Third Party which it intends to accept, the Offeror will not accept the Third Party Offer unless and until the Offeror has first offered to Transfer its Ownership Interest to the other Party (in this Section 6 also called the “Offeree”) on the same terms and conditions as in the Third Party Offer and the same has not been accepted by the Offeree in accordance with subsection 6.8. - - 43 - -
Sample 1
Notice of Third Party Offer. If during the Term, Offeror receives a Third Party Offer that Offeror is willing to accept, Offeror shall first offer the Property to Offeree. Offeror shall notify Offeree of the receipt of such Third Party Offer, including the terms and conditions of such offer (“Notice of Third Party Offer”).
Sample 1
Notice of Third Party Offer. Within five (5) days of the end of the Option Periods, if there are any Remaining Shares available for sale to the Prospective Purchaser, the Selling Shareholder shall submit a written notice (the “Co-Sale Notice”) to the Significant Shareholders disclosing the number of Remaining Shares proposed to be sold and the total number of Shares owned by the Selling Shareholder (including those, if any, designated for sale to Company and the Significant Shareholders pursuant to Article III).
Sample 1
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Related to Notice of Third Party Offer

  • Third Party Offers If the Participant receives a bona fide written offer (“Offer”) from a third party to purchase some or all of the Vested Shares registered in his name and the Participant desires to accept that offer (except for a Permitted Transfer), the Participant shall give written notice to the Company (the “Sale Notice”) of his desire to transfer such Vested Shares and, in that event, the Company shall have the rights granted herein.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Notice of Auction Results (a) On each Auction Date, the Auction Agent shall notify BD by telephone as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date.

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Selection Notice A Selection Notice to be effective must be:

  • Superior Offer “Superior Offer” shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

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