Purchase Offer Sample Clauses
A Purchase Offer clause defines the terms under which one party proposes to buy goods, services, or property from another party. It typically outlines the price, quantity, and any specific conditions or contingencies that must be met for the offer to be valid, such as inspection rights or financing requirements. This clause serves to formalize the buyer's intent and provides a clear framework for negotiation or acceptance, thereby reducing misunderstandings and facilitating a smoother transaction process.
Purchase Offer. With respect to a BREA Membership Sale, subject to Section 10.5, the Administrative Member shall have sixty (60) days from the date of receipt of the Intent to Sell Notice to either (a) send BREA a Purchase Offer, or (b) notify BREA in writing that the Administrative Member is not prepared to purchase BREA’s Membership Interest. Failure of the Administrative Member to respond in writing to the Intent to Sell Notice within such sixty (60) day period, as applicable, shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase BREA’s Membership Interest.
Purchase Offer. 1. The Grantee hereby irrevocably offers to sell and transfer (to the extent legally permissible) to the Company or to a third party designated by the Company (“Purchaser”), any or all Restricted Shares in the Company held by the Grantee pursuant to this Agreement now or in the future for the consideration set forth in subsection 4 below (“Purchase Offer”) under the terms and conditions set forth below.
2. Upon the occurrence of any Termination of Affiliation not occurring within 180 days before or after a Change of Control Event, the Purchase Offer can be accepted by the Purchaser at any time, without further notice or any action by the Grantee, with regard to such portion of the Restricted Shares held by the Grantee for which the Purchase Offer has not lapsed, as described below. If no Termination of Affiliation has occurred, the Purchaser’s right to accept the Purchase Offer shall lapse as follows:
a) Other than in connection with a Change of Control Event, the Purchase Offer shall lapse
i. for 33,3% of the Restricted Shares ([•] shares) upon the first anniversary of the Grant Date
ii. thereafter, for an additional 8.3325% of the Restricted Shares (_shares) on a quarterly basis, until the Purchase Offer shall have lapsed for all shares.
b) Upon the occurrence of a Termination of Affiliation within 180 days before or after the occurrence of a Change of Control Event, the Purchase Offer shall lapse for 100% of the total Restricted Shares ([•] shares).
3. If and to the extent the Purchase Offer has lapsed, the Grantee shall be free to sell and transfer his or her Restricted Shares without the transfer restrictions referenced in Section 5 hereof after the fourth anniversary of the Grant Date or
upon a Change of Control Event, subject to other applicable law and stock exchange rules and regulations.
4. If the Purchase Offer is accepted as provided for in subsection 2 above, the Purchaser shall pay to the Grantee a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value per Share on the date of receipt of the acceptance of the Purchase Offer by the Grantee. The Purchaser shall pay to the Grantee the deemed sale price as soon as is administratively practical following the date of receipt of the acceptance. In the event of the acceptance of a Purchase Offer that occurs within 180 days before a Change of Control Event, the Purchase Offer will be deemed to have been rescinded as if it had never occu...
Purchase Offer. See Section 10.3.(C).
Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state:
Purchase Offer. See Section 6.15.
Purchase Offer. At Completion (as defined below) the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller’s rights, title and interest in and to the relevant Equity Shares free and clear of any Encumbrances and subject to the terms and conditions of this Agreement.
Purchase Offer. (a) From and after the thirty-six (36)-month anniversary of the Effective Date, prior to any Transfer pursuant to Section 9.1(d) by any Member (such transferring Member, the “Transferring Member”) of any of Units in the Company to any Person (other than the Company) in one transaction or a series of related transactions, the Transferring Member shall deliver to any other Member that has a Holder Percentage of at least twenty percent (20%) (any such Member, the “Other Member”) written notice of such proposed Transfer (the “Sale Notice”), which shall state the total number of Units proposed to be Transferred (the “Transfer Securities”), including the number of each class of Units proposed to be Transferred. The Other Member may, within ten (10) Business Days of receipt of the Sale Notice (the “Purchase Offer Period”), deliver to the Transferring Member a Purchase Offer Notice, constituting an offer to purchase all, but not less than all, of the Transfer Securities. For the purposes hereof, a “Purchase Offer Notice” shall mean a written notice which (i) states the purchase price that the Other Member is offering to pay for the Transfer Securities and (ii) includes an acquisition agreement signed by the Other Member and containing the terms upon which the Other Member is willing to purchase the Transfer Securities (which terms shall not include any conditions to closing, other than required governmental approvals, if any). Any Purchase Offer Notice shall constitute an irrevocable binding offer by the Other Member to purchase the Transfer Securities at the price and on the terms set forth therein for a period of forty (40) Business Days following the date thereof (such offer, the “Purchase Offer”).
Purchase Offer. Assignee further hereby agrees to deliver to each RVision Constituent Owner receiving more than 50,000 shares of New ELI Stock at the Closing of t▇▇ Consolidation Agreement, the irrevocable, joint and several offer of the Spinoffs to purchase shares of New ELI Stock held by such RVisio▇ ▇onstituent Owners, as more particularly described in Section 6.21
Purchase Offer. (a) If the Corporation shall elect not to make, or shall fail to make, the Change of Control Offer following the occurrence of a Change of Control pursuant to paragraph 11 hereof within the 20-day period specified therein, then in addition to the redemption rights that the Corporation may exercise pursuant to paragraph 6 hereof after November 5, 2004, the Corporation shall also have the right (but not the obligation), at any time and from time to time prior to November 5, 2004, to offer (the "Purchase Offer") to repurchase the shares of Series A Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Series A Preferred Stock repurchased, plus 101% of the Special Amount in respect of such share (after giving effect to the Change of Control Payment to the extent that such payment shall not have been made in cash), plus an amount equal to 101% of all dividends and the Additional Amount accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Purchase Payment"). If the Corporation elects to make a Purchase Offer, the Corporation shall mail a notice to each holder of shares of Series A Preferred Stock (with a copy to the Registrar) offering to repurchase shares of Series A Preferred Stock on a date specified in such notice (the "Purchase Payment Date"), which date shall be no earlier than 90 days and no later than 120 days from the date such notice is mailed, pursuant to the procedures required by Section 6 and described in such notice. The Corporation shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of the Series A Preferred Stock hereunder.
(b) On the Purchase Payment Date, the Corporation shall, to the extent lawful:
(1) accept for payment all shares of Series A Preferred Stock properly tendered pursuant to the Purchase Offer;
(2) deposit with the paying agent an amount equal to the Purchase Payment in respect of all shares of Series A Preferred Stock so tendered; and
(3) deliver or cause to be delivered to the Registrar all certificates for shares of Series A Preferred Stock so accepted together with an officer's certificate stating the aggregate number of shares being purchased by the Company.
(c) The paying agent shall promptly mail to each holder of shares of Series A Preferred Stock so tendered t...
Purchase Offer. Before the filing of a partition action described in Section 10.3, the Owner filing such action (“Seller”) shall first (i) make a written offer (a “Purchase Offer”) to sell its Interests to the other Owners at a price equal to the fair market value (determined in the manner prescribed in Section 10.3.3) of the Seller’s Interest on the date the Purchase Offer is sent to the other Owners in the same manner in which notices are required to be given; and (ii) fulfill all of the other applicable obligations of the Seller in Sections 10.3.1 through 10.3.4.