Offer to Sell. Seller shall offer to sell, transfer, assign and set over to Purchaser those Eligible Receivables set forth on a list of such Eligible Receivables which such list shall be delivered by the Seller to the Purchaser no later than three (3) Business Days prior to each Purchase Date.
Offer to Sell. 1.3.1. If the Company desires to issue and sell equity securities pursuant to a PIPE Transaction, then no later than fifteen (15) days prior to entering into any definitive agreement binding the Company to effect (subject to any conditions and qualifications set forth in such agreement) its initial Business Combination (a “Business Combination Agreement”), the Company shall give written notice to Counterparty (an “FPA Offering Notice”), which shall state the Company’s bona fide intention to enter into a Business Combination Agreement, and specify all relevant details of the proposed sale and purchase of Forward Purchase Securities pursuant hereto, including (a) the Counterparty FPA Offering Amount, (b) any modifications to the price, terms and/or conditions of such sale and purchase specified herein, to the extent required by Section 1.3.2, and (c) any terms and conditions of such sale and purchase that are not specified herein, and the proposed form of any Subscription Agreement (as defined below) that may be required by the Company to be executed by a Purchaser as a condition to such sale and purchase, in each case to the extent permitted by Section 1.3.3.
Offer to Sell. Seller may, at its option, offer to sell, assign and transfer to Allied its existing and hereinafter arising, acquired or created Accounts. Any such offer shall be made on an assignment form prescribed by Allied (the "Schedule") sent to Allied at its above stated office and accompanied by a copy of (i) each invoice, (ii) the xxxx of lading, shipping documents or other proof of delivery, (iii) the contract or purchase order (or purchase order number which corresponds with the invoice), and (iv) such other documentation as may be requested by Allied for each Account listed on the Schedule.
Offer to Sell. The Cooperative may from time to time offer to sell Receivables to Statesman as herein provided, but, except as the parties may otherwise agree, no Receivable from any obligor shall be sold unless all accounts owing from such obligor to the Cooperative are sold, and no Retail Account arising out of a sale at any Retail Service shall be sold unless all Retail Accounts arising out of sales at such Retail Service are sold.
Offer to Sell. If Seller executes this Agreement prior to Purchaser, then this Agreement shall constitute and be an Offer to Sell by Seller that shall remain open for acceptance by Purchaser for a period of 20 days immediately subsequent to the date on which Seller delivers such executed Agreement to Purchaser. Upon Purchaser’s acceptance and execution of this Agreement within said period of 20 days, this Agreement shall constitute and be a valid Contract for Sale and Purchase of Real Property that is binding upon the Parties.
Offer to Sell. No shareholder shall sell, assign, pledge, encumber, hypothecate or otherwise transfer or dispose of all or any portion of his or her stock in the Corporation subject to this Agreement except in accordance with and subject to the terms of this Agreement, or upon the prior written consent of the Corporation and all of its shareholders. If Employee wishes to transfer any Shares in Corporation subject to this Agreement, he shall offer in writing to sell such stock to Corporation. Such offer shall state the number of shares to be transferred. The offering price of the Shares shall be the Stipulated Value per share as determined under Section 6, below, and the terms of payment shall be as set forth in Section 7, below.
Offer to Sell. Pursuant to the Agreement, we, as legal and beneficial owner, offer to sell to the Bank the Receivables (but none of our obligations under the Invoices) set out in the Schedule of Invoices/Certificates below in accordance with the Agreement.
Offer to Sell. Western States Equipment Company, an Idaho corporation, or its affiliates ("WSECO") agrees to provide the services (“Services”) and supply the parts, goods, accessories, and attachments described in the Service Agreement (the “Services and Goods”) to the Customer, under the terms and conditions specified herein. Customer, together with WSECO, the “Parties,” and each a “Party”.
Offer to Sell. Giving an Offer Notice to the Company shall constitute an offer by the Transferor on the date the Offer Notice is received by the Company (the "Offer Date") to sell the Offered Shares to the Company and/or the other Shareholders (the "Remaining Shareholders") at a purchase price per Share (the "Purchase Price") equal to the Offered Price and in the manner provided in Section 3.3. If the Offered Shares are proposed to be sold for consideration other than solely cash, the Offered Price shall be deemed to be the sum of (a) the fair market value of the consideration other than cash offered for the Offered Shares as determined in good faith by the Board of Directors of the Company, and (b) any cash consideration so offered.
Offer to Sell. If a Stockholder or Permitted Transferee wishes to sell, transfer, or otherwise dispose of all or any portion of his stock in the Corporation, except as may be permitted under Article II, above, or under any other provision of this Agreement, or is to be divested of his interest in all or a portion of his stock through seizure or sale, or any transfer through operation of law, he shall first offer such stock for sale in writing simultaneously to Xxxxx, Sr., Agatha and (i) if the offer is from a Stockholder, all of the remaining Stockholders other than the offering Stockholder and all of the Permitted Transferees who own stock in the Corporation; or (ii) if the offer is from a Permitted Transferee, all of the Stockholders, including the Stockholder who transferred the stock to the Permitted Transferee and all of the remaining Permitted Transferees who own stock in the Corporation other than the offering Permitted Transferee. Such offer shall state the number of shares to be transferred, the name and address of the proposed purchaser or transferee, and the terms and conditions of the proposed sale or transfer. In the case of a proposed sale, such stock shall be offered to Xxxxx, Sr., Xxxxxx, the other Stockholders and the Permitted Transferees who own stock in the Corporation. The offering price of each share of said stock shall be the lesser of the proposed sale price or its market value as determined under Article VI, below, and the terms and conditions of payment shall be as set forth in Article VII, below. In the case of a proposed gift, a proposed transfer for consideration other than money, or a proposed transfer without a stated price, the offering price shall be its market value as determined under Article VI, below. If a Stockholder or Permitted Transferee is to be divested of his interest in said stock through seizure or sale by legal process or any transfer through operation of law, the offering price of the stock shall be seventy-five percent (75%) of its market value as determined under Article VI, below. In the case of a transfer or disposition described in the preceding two sentences, the terms and conditions of payment shall be as set forth in Article VII, below.