Offer Procedures Sample Clauses
Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities at least 30 Business Days' prior written notice of the proposed Restricted Holder Sale. Such notice will identify the class and number of LLC Units (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder that number of the Offered Securities such that such holder would have the opportunity to hold the same percentage of LLC Units (on a partially diluted basis taking into account only such options to purchase LLC Units as are then exercisable) after giving effect to the Restricted Holder Sale, as such holder held immediately prior thereto (such holder's "Proportionate Share"), at the same price and on the same other terms as are proposed for such Restricted Holder Sale, which offer by its terms shall remain open for a period of 15 Business Days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder shall give notice to the Company of such holder's intention to accept an Offer prior to the end of the 15-Business Day period of such Offer, setting forth such portion of the Offered Securities which such holder elects to purchase. If any holder fails to subscribe in full for such holder's Proportionate Share of the Offered Securities, the other subscribing holders shall be entitled to purchase such Offered Securities as are not subscribed for by such holder in such proportion of the Offered Securities as they shall have theretofore agreed to purchase until there are no unmet demands of subscribing holders or all Offered Securities shall have been subscribed for. The Company shall notify each holder five (5) Business Days following the expiration of the 15-Business Day period described above of the amount of Offered Securities which each such holder may purchase pursuant to the foregoing sentence, and each such holder shall then have 10 Business Days from the delivery of such notice to indicate such additional amount, if any, that such holder wishes to purchase. Upon the closing of the Restricted Holder Sale as to which the Company has given notice, such holder shall purchase from the Company, and the Company shall sell to such ho...
Offer Procedures. If and whenever the Company is required by Section 11.1 or Section 11.2 to use its reasonable best efforts to obtain the Qualification of an Offer Document in respect of any Subject Securities, the following provisions shall apply:
(a) The Company shall:
(i) As promptly as practicable prepare and file with the SEC an Offer Document with respect to the Subject Securities and use its reasonable best efforts to cause such Offer Document to become and remain Qualified; provided that before filing any Offer Document or any amendments or supplements thereto, the Company shall furnish to and afford each Stockholder holding Subject Securities covered by such Offer Document (a “Participating Stockholder”), its advisors and the Underwriters, if any, a reasonable opportunity to review and comment on copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed.
(ii) As promptly as practicable, prepare and file with the SEC such amendments and supplements to an Offer Document as may be necessary to comply with the provisions of applicable Law with respect to the sale or disposition of the Subject Securities.
(iii) Promptly notify each Participating Stockholder (A) when an Offer Document or any amendment or supplement thereto has been filed and when it has become Qualified; (B) of any request by the SEC for amendments or supplements to an Offer Document or for additional information; or (C) of any order issued or threatened by the SEC suspending the Qualification of an Offer Document; the Company shall use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest possible moment.
(iv) Promptly upon becoming aware thereof, notify each Participating Stockholder and the Underwriters, if any, at any time when an Offer Document is required to be made available under applicable law or regulations, of the occurrence of an event requiring the preparation of a supplement or amendment to an Offer Document so that, as thereafter delivered to the purchasers of the Subject Securities, such Offer Document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly m...
Offer Procedures. Upon receipt from the Administrative Agent of the contents of a Bid Loan Request, any Lender may, in its sole discretion, elect to offer, on the terms and subject to the conditions set forth in this Agreement, to make one or more of the requested Bid Loans at such fixed rates of interest as may be quoted by such Lender in it sole discretion. Any such offer shall be made by delivery to the Administrative Agent no later than 9:00 a.m. (Los Angeles time) on the proposed funding date of a duly executed Bid Loan Offer. Each Bid Loan Offer shall specify:
(1) The maximum dollar amount of Bid Loans which such Lender is prepared to fund for the requested Bid Loan Interest Periods, with the amount of each Bid Loan to be $5,000,000.00 or increments of $1,000,000.00 in excess thereof (except in the case following the submission of Bid Loan Offers a lesser amount shall be allocated pro rata among Lenders as provided in Paragraph 5(d) below); and
(2) The rate or rates of interest at which such Lender is prepared to make the offered Bid Loans. The Administrative Agent shall notify the Company no later than 10:00 a.m. (Los Angeles time) on the proposed funding date of the contents of each Bid Loan Offer received by it.
Offer Procedures. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (the “Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:
(a) The Company shall deliver a notice in accordance with Section 5.6 (the “Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares.
(b) By written notification received by the Company, within 15 business days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by such Major Investor bears to the total number of shares of Common Stock of the Company then-outstanding (assuming full conversion and exercise of all outstanding convertible and exercisable securities). If any Major Investor fails to agree in writing within such 15 business day period to purchase such Major Investor’s full pro rata share of the Shares (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its pro rata share of the Shares that he, she or it did not so agree to purchase. The Company shall promptly give each Major Investor who has timely agreed to purchase his, her or its full pro rata share of the Shares (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full pro rata share of such Shares (the “Overallotment Notice”). Each Purchasing Holder shall have a right to purchase a portion of the Nonpurchasing Holders’ unpurchased pro rata share of the Shares on a pro rata basis according to the relative pro rata share of the Purchasing Holders, at any time within five days after receiving the Overallotment Notice.
(c) If all Shares that Major Investors are entitled to purchase pursuant to Section 3.2(b) are not elected to be purchased as provided in Section 3.2(b), the Company may, during the 60-day period following the expiration of the periods provided in Section 3.2(b) hereof, offer the remaining unsubscribed portion of such Shares...
Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities
Offer Procedures. An Issuer may offer STNs to Dealers by:
(a) requesting the Dealers to bid by competitive tender;
(b) tap issuance following an unsolicited bid by a Dealer; or
(c) requesting the Dealers to bid at a rate set by that Issuer.
Offer Procedures. If any Eligible Project reaches the Significant Contracts Milestone prior to the expiration of the term of this Agreement (or if, prior to the expiration of the term of this Agreement, NRG enters a binding definitive agreement to acquire an Ownership Interest in an Eligible Project which has previously reached its Significant Contracts Milestone), then within 30 days NRG will offer to sell to Generating all of NRG's Ownership Interest in such Eligible Project in accordance with the following procedures: (a)
Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities at least 30 Business Days' prior written notice of the proposed Restricted Holder Sale. Such notice will identify the class and number of LLC Units (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder that number of the Offered Securities such that such holder would have the opportunity to hold the same percentage of LLC Units (on a partially diluted basis taking into account only such options to purchase LLC Units as are then exercisable) after giving effect to the Restricted Holder Sale, as such holder held immediately prior thereto (such holder's "Proportionate Share"), at the same price and on the same other terms as are proposed for such Restricted Holder Sale, which offer by its terms shall remain open for a period of 15 Business Days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder shall give notice to the Company of such holder's intention to
Offer Procedures