RECEIPT OF OFFER Sample Clauses

RECEIPT OF OFFER. If a Shareholder (hereinafter referred to in this Article as the “Offeror”) receives a bona fide offer (hereinafter referred to in this Article as the “Initial Offer”) from any person (hereinafter referred to in this Article as the “Third Party”) dealing at Arm’s-length with the Offeror, to purchase all of the Common Shares owned by the Offeror, which is acceptable to the Offeror, the Offeror shall send a true copy of the Initial Offer and a notice (hereinafter referred to in this Article as the “Subsequent Offer”) to the other Shareholder offering to sell such shares (such shares being hereinafter referred to in this Article as the “Purchased Shares”) to the other Shareholder (hereinafter referred to in this Article as the “Offeree”) on the same terms and conditions (including, without limitation, the purchase price) as are contained in the Initial Offer. The Offeree shall be entitled to accept the Subsequent Offer within ( ) days from the date upon which such notice was received by the Offeree.
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RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders and JJ Stockholders shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation Securities"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "Offer"), which such Stockholder desires to accept, such Stockholder (the "Selling Stockholder") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "Remaining Stockholders") and to the Corporation. For purposes of this Section 2.4, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "Non-Cash Portion") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b) and (c), and 2.5 shall not begin to run until the parties have assigned a value to the Non-Cash Portion.
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RECEIPT OF OFFER. If at any time after the date hereof any Stockholder shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "OFFERED CORPORATION SECURITIES"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "OFFER"), which such Stockholder desires to accept, such Stockholder (the "SELLING STOCKHOLDER") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "REMAINING STOCKHOLDERS") and to the Corporation. For purposes of this Section 2.3, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "NON-CASH PORTION") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the
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RECEIPT OF OFFER. If any party to this Agreement should receive a bona fide offer from an independent third party (the "Proposed Optionee") dealing at arm's length with such party, to purchase all or part of the party's interest in the Claims or this Agreement which offer it desires to accept, or if a party intends to sell or otherwise dispose of all or substantially all of its interest in the Claims, that Party (the "Selling Participant") shall first offer (the "Offer") such interest in writing to the other Party (the "Remaining Participant") upon terms no less favourable than those offered by the Proposed Optionee or intended to be offered by the Selling Participant, as the case may be.
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RECEIPT OF OFFER. At any time prior to the expiration of the Option Period, if Corporation receives an offer from a third party who is interested in purchasing Corporation or substantially all of its assets, then Corporation's board of directors will consider the offer in accordance with its fiduciary obligations and will decide whether to recommend the offer to the shareholders of Corporation, including Rockford.
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RECEIPT OF OFFER. If a Member (individually, a "Transferor") receives a bona fide written offer (the "Transferee Offer") from any other Person (a "Transferee") to purchase all or any portion of the Transferor's Interest (the "Transferor "Interest") then, prior to any Transfer of the Transferor Interest, the Transferor shall give the remaining Members (the "Remaining Members") written notice (the "Transfer Notice") containing each of the following:
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RECEIPT OF OFFER. In the event a Member (the "Selling Member") ---------------- receives a bona fide written offer (the "Third Party Offer") from a third party (the "Third Party Offeror") desiring, to purchase all or any portion of the Selling Member's Interest (the "Offered Interest") and the Selling Member desires to sell such Offered Interest pursuant to such offer, the Selling Member shall first offer in writing to sell all of its Interest (not just that subject to the Third Party Offer) to the other Member (the "Non-selling Member"), on the terms and conditions described in this Section 13.4.2. Such offer (the "Offer to Sell") pertaining to all of the Selling Member's Interest shall be delivered to the Non-selling Member and Company and shall be accompanied by a true and correct copy of the Third Party Offer.
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RECEIPT OF OFFER. For the purposes of this Agreement, if an offer is made by a Proposed Transferee pursuant to a tender offer, holders of Shares and Warrants shall be deemed to have received the offer on the date of the commencement of the tender offer pursuant to Rule 14d-2 under the Exchange Act.
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RECEIPT OF OFFER. If a Participant should receive a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Participant, to purchase all or part of the interest of that Participant in the Property, which offer it desires to accept, or if a Participant intends to sell or otherwise dispose of all or substantially all of its interest in the Property, the Participant (the "Selling Participant") shall first offer (the "Offer") such interest in writing to the other Participant (the "Remaining Participant") upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Selling Participant, as the case may be.
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Related to RECEIPT OF OFFER

  • Termination of Offering or Rejection of Subscription 3.1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, or (b) the Offering is terminated by the Manager in its sole discretion, the Company will cause the Escrow Agent to refund the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

  • Expiration of Offer This offer, unless accepted or countered by Seller, shall automatically terminate at   o’clock on  ,  . Time is of the essence. THIS IS A LEGALLY BINDING AGREEMENT. BOTH PURCHASER AND SELLER SHALL SEEK FURTHER LEGAL ASSISTANCE IF THE CONTENTS OF THIS CONTRACT ARE NOT UNDERSTOOD. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIPT OF A COPY OF THIS CONTRACT. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIVING, READING AND UNDERSTANDING THE SOUTH CAROLINA DISCLOSURE OF REAL ESTATE BROKERAGE RELATIONSHIPS FORM. Signed and sealed by each party as of the dates below. PURCHASER: ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     SELLER: __________________________________________________(SEAL)

  • Termination of Offer In the event that this Agreement is terminated pursuant to Section 8.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within 24 hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof.

  • Consummation of Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • Withdrawal of Offering The Trust/IC reserves the right at any time to withdraw all offerings of any or all Shares by written notice to ACC at its principal office. No Shares shall be offered by either ACC or the Trust/IC under any provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust/IC if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any provisions of the 1933 Act, or if and so long as a current prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Acceptance of Offer In the event that the General Partner elects to accept any such bona fide offer or proposal described in Section 9.01 hereof (an “Accepted Offer”), the General Partner shall deliver written notice of such election along with documentation which sets forth in reasonable detail the general terms and conditions of the bona fide offer or proposal as of the date of such notice (the “Acceptance Notice”) to those Partners with rights to approve such offer or proposal, and only those Partners, not less than fifteen (15) days prior to the closing date of the transaction contemplated by such offer or proposal. In connection with such transaction, each Partner shall, at such time as it is appropriate and, as applicable, (i) provide a written consent with respect to his or its Partnership Interest in favor of such sale of the assets and any subsequent liquidation of the Partnership; (ii) subject to the approval rights set forth in Section 7.06 above, provide a written consent with respect to his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) approving such merger, consolidation, conversion, reorganization or similar transaction; or (iii) transfer and sell either all of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) or, as applicable, a percentage of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) that is equal to the Percentage Interest being transferred and sold in such transaction. Each Partner shall execute such documents and take such further actions as may be reasonably required to consummate any of the foregoing transactions.

  • Communication of Offer The offer to sell the Securities was directly communicated to the Subscriber by the Company. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

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