Offer Acceptable Sample Clauses

Offer Acceptable. If the Non-Initiating Member consents (or is deemed to have consented) to the Company selling the Company Interest on the terms of the Offer, then the Initiating Member shall be allowed to sell the Company Interest for cash on the terms of the Offer for a period of up to one hundred eighty (180) days following the expiration of the Response Period. If the Initiating Member obtains a bona fide third party contract to sell the Company Interest on the terms of the offer within such one hundred eighty (180) day period, the Initiating Member shall have an additional period of ninety (90) days after the date of such contract (that is, not to exceed 270 days after the expiration of the Response Period) in which to consummate the sale. If after having received the consent (or deemed consent) of the Non-Initiating Member to the sale of such Company Interest on the terms of the Offer, the Initiating Member is unable to obtain a bona fide contract within such one hundred eighty (180) day period, or if after having obtained such bona fide contract, the Initiating Member is unable to consummate such sale within 270 days after the expiration of the Response Period, then the Initiating Member must again submit an Offer to the Non-Initiating Member under the terms of this Section 15.2 before it may sell such Company Interest.
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Offer Acceptable. If the Non-Initiating Member consents to the Company selling the Project or Projects on the terms of the Offer, then the Initiating Member shall be permitted to sell the Projects on behalf of the Company for cash at a price not less than 95% of the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer for a period of up to 180 days following the expiration of the Response Period. If the Initiating Member obtains a bona fide third party contract to sell the Projects for cash at a price not less than 95% of the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer within such 180-day period, the Initiating Member shall have an additional period of 60 days after the date of such contract (that is, within 240 days after the Sale Notice) in which to consummate the sale. If after having received the consent of the Non-Initiating Member to the sale of the Project or Projects substantially on the terms of the Offer, the Initiating Member is unable to obtain a bona fide contract to sell the Projects for cash at a price not less than 95% of the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer within such 180-day period, or if after having obtained such bona fide contract, the Initiating Member is unable to consummate such sale within 240 days after the Sale Notice, then the Initiating Member must again submit an Offer to the Non-Initiating Member under the terms of this Article 13 before it may sell any Project or Projects pursuant to this Article 13.
Sample 1Sample 2
Offer Acceptable. If the Non-Initiating Member consents (or is deemed to have consented) to the Company or the applicable Ownership Entities selling the applicable portion of the Property on the terms of an Offer, then the Initiating Member shall be allowed to sell the applicable portion of the Property for cash on the terms of the applicable Offer for a period of up to one hundred eighty (180) days following the expiration of the applicable Response Period. If the Initiating Member obtains a bona fide third party contract to sell all or any portion of the Property on the terms of the applicable Offer within such one hundred eighty (180) day period, the Initiating Member shall have an additional period of ninety (90) days after the date of such contract (that is, not to exceed 270 days after the expiration of the applicable Response Period) in which to consummate the sale. If after having received the consent (or deemed consent) of the Non-Initiating Member to the sale of such portion of the Property on the terms of the applicable Offer, the Initiating Member is unable to obtain a bona fide contract within such one hundred eighty (180) day period, or if after having obtained such bona fide contract, the Initiating Member is unable to consummate such sale within 270 days after the expiration of the applicable Response Period, then the Initiating Member must again submit an Offer to the Non-Initiating Member under the terms of this Section 15.2 before it may sell such portion of the Property.
Sample 1Sample 2
Offer Acceptable. If the Stockholder determines to accept the Offer, EDR shall be required to purchase the New PubCo Shares on the terms set forth in the Offer, including the purchase price stated in the Offer. The closing of any sale of the New PubCo Shares pursuant to this Section 4.1(c) shall take place as promptly as practicable (subject to obtaining any regulatory approvals or other applicable consents and approvals and the expiration of any applicable waiting periods required by any Governmental Body) after the Stockholder accepts the Offer hereunder (and in any case within five (5) Business Days of the later of such acceptance or the receipt of applicable required regulatory approvals or the expiration of waiting periods), and upon such sale, the Stockholder shall not be required to make any representations or warranties to EDR other than customary representations in their capacity as a holder of the New PubCo Shares.
Sample 1Sample 2
Offer Acceptable. If the Non-Initiating Partner consents to the Property Partnerships selling the Projects on the terms of the Offer, then the Initiating Partner shall have authority, on behalf of the Partnership, to cause the Projects to be sold for cash on the terms of the Offer (or better terms) for a period of up to 90 days following the expiration of the Response Period. If the Initiating Partner obtains a bona fide third party contract to sell the Project on the terms of the Offer (or better terms) within such 90-day period, the Initiating Partner shall have an additional period of 120 days after the date of such contract (that is, within 210 days after the Sale Notice) in which to cause the Projects to be sold. If after having received the consent of the Non-Initiating Partner to the sale of the Project on the terms of the Offer, the Initiating Partner is unable to cause the Property Partnerships to obtain a bona fide contract within such 90-day period, or if after having obtained such bona fide contract, Initiating Partner is unable to consummate such sale within 210 days after the Sale Notice, then Initiating Partner must again submit an Offer to Non-Initiating Partner pursuant to Section 13.1 before it may sell the Project. [signatures continued on next page] Executed effective as of the date above written. GENERAL PARTNER/DEVELOPER PARTNER: CIF-Fairport Associates, LLC, a Delaware limited liability company By: Cedar Income Fund Partnership, LP, its sole member By: Cedar Income Fund, Ltd., its general partner By: __________________________ Xxxxxx X. Xxxxxx Vice President PREFERRED PARTNER: KIMCO PREFERRED INVESTOR III, INC., a Delaware corporation By: _____________________________ Name: Title:
Sample 1
Offer Acceptable. If the Non-Initiating Partner consents to the Property LLC selling the Project on the terms of the Offer, then the Initiating Partner shall have authority, on behalf of the Partnership, to cause the Project to be sold for cash on the terms of the Offer (or better terms) for a period of up to 90 days following the expiration of the Response Period. If the Initiating Partner obtains a bona fide third party contract to sell the Project on the terms of the Offer (or better terms) within such 90-day period, the Initiating Partner shall have an additional period of 120 days after the date of such contract (that is, within 210 days after the Sale Notice) in which to cause the Project to be sold. If after having received the consent of the Non-Initiating Partner to the sale of the Project on the terms of the Offer, the Initiating Partner is unable to cause the Partnership to obtain a bona fide contract within such 90-day period, or if after having obtained such bona fide contract, Initiating Partner is unable to consummate such sale within 210 days after the Sale Notice, then Initiating Partner must again submit an Offer to Non-Initiating Partner pursuant to Section 13.1 before it may sell the Project.
Sample 1
Offer Acceptable. If Non-Initiating Member consents to the Company selling the Target on the terms of the Offer or fails to exercise its purchase option with respect to the Target, then Initiating Member shall be permitted to sell, on behalf of the Company, the Target for cash at a price not less than 95% of the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer for a period of up to 90 days following the expiration of the Response Period. If Initiating Member enters into a bona fide contract with a Third Party Purchaser to sell the Target for cash at the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer within such 90-day period, Initiating Member shall have an additional period of 60 days after the date of such contract (that is, within 150 days after the end of the Response Period) in which to consummate the sale. If Initiating Member is unable to enter into a bona fide contract to sell the Target for cash at the price set forth in the Offer and substantially on the other terms and conditions set forth in the Offer within such 90-day period, or, if after having obtained such bona fide contract, Initiating Member is unable to consummate such sale within 150 days after the end of the Response Period, then the Offer shall be terminated, and thereafter Initiating Member must again submit an Offer to Non-Initiating Member under the terms of this Article before it may sell the Target pursuant to this Article.
Sample 1
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Related to Offer Acceptable

  • Offer and Acceptance This writing is an offer by us to you which shall remain open for ten (10) days from the date first above written, but after ten (10) days from said date your acceptance hereof shall be deemed a counteroffer to us which we can accept or reject. Upon your acceptance hereof or our acceptance of your counteroffer, then this Agreement shall constitute the sole agreement between us concerning our purchase of your accounts effective as of the date first above written and shall supersede all prior agreements between us on the subject hereof. Your acceptance hereof shall be made by your execution and delivery of this Agreement to us at our office in Los Angeles, California, and our acceptance or rejection of your counteroffer will be made at our office in Los Angeles, California.

  • Order Acceptance All purchase orders are subject to acceptance by LipoMatrix at its Neuchatel office. LipoMatrix shall have no obligation or liability to Distributor with respect to purchase orders which are not accepted; however LipoMatrix shall not unreasonably reject any purchase order. LipoMatrix shall use reasonable efforts to deliver Products covered by accepted purchase orders at the times specified in the corresponding quotation or written acceptance of Distributor's purchase order. Any orders in the ordinary course of business, consistent with normal ordering practices, that are rejected by LipoMatrix shall be deducted from the purchase quota for such Ordering Year as set forth in Section III.B.1. Distributor's purchase orders hereunder shall be governed by the terms and conditions of this Agreement. Nothing contained in any purchase order shall in any way modify or add any terms or conditions of sale.

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • 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 Acceptance Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

  • Engagement; Acceptance The Issuer engages Xxxxxxx Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Xxxxxxx Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement Not to Offer or Sell Additional Securities During the period commencing on the date hereof and ending on the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes).

  • Offer, Sale and Resale Procedures Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Deemed Acceptance You are required to accept the terms and conditions set forth in this Agreement prior to the first vest date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first vest date. For your benefit, if you have not rejected the Agreement prior to the first vest date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

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