Third Party Offer. (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock or other Securities held by the Investor to a Third Party, the Investor shall cause each bona fide offer from such Third Party to purchase such shares from the Investor (a “Third-Party Offer”) to be reduced to writing and shall send written notice of such Third-Party Offer (the “Initial Offer Notice”) to the Existing Stockholders and any other Persons who are parties to written agreements with the Investor entitling such stockholders to include shares of Common Stock or other Securities in such sale (the Existing Stockholders and such other stockholders, collectively, the “Company Stockholders”). Each Third-Party Offer shall include an offer to purchase shares of Common Stock or other Securities from the Company Stockholders, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the Investor to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the Investor relating thereto). If a Company Stockholder desires to accept the offer contained in the Initial Offer Notice, such Company Stockholder shall furnish written notice to the Investor, within 15 days after its receipt of the Initial Offer Notice, indicating such Stockholder’s irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of Securities such Stockholder agrees to sell to the Third Party (the “Acceptance Notice”). If a Company Stockholder does not furnish an Acceptance Notice to the Investor in accordance with these provisions by the end of such 15-day period, such Company Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer
Third Party Offer. Notwithstanding anything contained in this Section 8.12 of this Agreement to the contrary, if the purchase of the Company interest proposed for sale results from an exercise of a right of first refusal by the Company as provided in Section 8.11 of this Agreement, then the purchase price shall be the price in the third party offer.
Third Party Offer. If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.
Third Party Offer. The Corporation will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer made by the Corporation and such third party purchases all Notes properly tendered and not withdrawn under such third party’s offer.
Third Party Offer. During the period from the date of this Agreement until the Closing or the effective date of termination of this Agreement pursuant to the termination provisions of Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d), 9.1(f) or 9.1(g), if the Board of Directors determines in good faith to accept a Superior Proposal, prior to accepting such Superior Proposal, the Company shall first (a) disclose to the Investors the terms and conditions of such Superior Proposal and (b) offer the Investors the opportunity to enter into a transaction with the Company on terms no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transactions) than those contained in the Superior Proposal (the "OFFER"). A Majority in Interest of the Investors shall be entitled to notify the Company within five (5) business days of the terms of a transaction with the Company in response to the Offer (a "COUNTER PROPOSAL"). If the terms of the Counter Proposal are determined by the Board of Directors (after consultation with its legal and financial advisors) in good faith to be no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transaction) than those contained in the Superior Proposal, then the Company shall accept the Counter Proposal. If the Company does not receive a Counter Proposal from a Majority in Interest of the Investors within such five (5) business day period, the Company may accept the Superior Proposal, provided there are no subsequent material changes to the terms of such Superior Proposal. If the terms of such Superior Proposal are materially changed, such Superior Proposal shall be deemed a new proposal and shall be subject to each of the terms of this Section 8.8. This Section
Third Party Offer. Prior to the consummation of any sale of ----------------- all or any portion of the shares of Common Stock held by Holding to a Third Party, Holding shall cause each bona fide offer from such Third Party to purchase such shares from Holding (a "Third-Party Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (the "Initial Offer Notice") to the Trust. Each Third-Party Offer shall include an offer to purchase shares of Common Stock from the Trust in the amounts determined in accordance with Section 3.3, at the same time, at the same price and on the same terms as the sale by Holding to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer. If the Trust desires to accept the offer contained in the Initial Offer Notice, the Trust shall furnish written notice to Holding, within 20 days after its receipt of the Initial Offer Notice, indicating the Trust's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock the Trust agrees to sell to the Third Party (the "Acceptance Notice"). If the Trust does not furnish an Acceptance Notice to Holding in accordance with these provisions by the end of such 20-day period, the Trust shall be deemed to have irrevocably rejected the offer contained in the Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notice of the Trust together with the shares of Common Stock proposed to be sold by Holding to the Third Party are referred to collectively as "All Offered Shares". Within three days after the date on which the Third Party informs Holding of the total number of shares of Common Stock which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, Holding shall send written notice (the "Final Notice") to the Trust setting forth the number of shares of Common Stock the Trust shall sell to the Third Party as determined in accordance with Section 3.3, which number shall not exceed the maximum number specified by the Trust in its Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by Holding to facilitate the sale), the Trust shall furnish to Holding (i) a written undertaking to deliver, upon the consummation of the sale of Common Stock to the Third Party as ind...
Third Party Offer. (a) No sale by any Shareholder of any Shares to any Person other than a Permitted Transferee shall be effected except in compliance with this Article and this Agreement.
Third Party Offer. Any Member (“Selling Member”) who has received a Bona Fide Offer from a Third Party prospective purchaser (“Qualified Purchaser”), to purchase all (but not less than all) of the Selling Member's Membership Interest, before selling any of its Membership Interest, shall first offer the sale thereof to the other Member (the “Remaining Member”) upon the same terms and conditions stated in such Bona Fide Offer (“Right of First Refusal”). To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 7.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee. Notwithstanding the foregoing or anything else in this Agreement to the contrary no Member may Transfer or permit the Transfer of all or any portion of its Membership Interest or any direct or indirect interest in such Member while any such Transfer previously initiated by another Member is continuing and have not yet been completed or terminated in accordance with the applicable provisions of this Agreement.
Third Party Offer. In the event a Member desires to sell all or any portion of its Membership Interest to another person (other than an existing Member), the selling Member shall first offer to sell the Membership Interest to the other existing Members. Upon the receipt of an offer from a Third Party to purchase such Membership Interest, the selling Member shall promptly deliver a copy of the Third Party offer to all other Members. Each Member will have fifteen (15) days from the date of receipt of the Third Party offer to notify the selling Member in writing that the other Member intends to purchase the Membership Interest upon the terms and conditions of the Third Party offer. If more than one other Member desires to purchase the Membership Interest, each of the purchasing Members shall purchase a portion of the Membership Interest that is proportional to that Member's Percentage Interest. If none of the other Members give notification within fifteen (15) days of an intention to purchase the Membership Interest, then the selling Member shall be permitted to sell the Membership Interest to the Third Party upon the terms and conditions of the Third Party offer.
Third Party Offer. The undertakings of Shareholder pursuant to Section 2.1 above shall be void in the event that, other than as a result of a breach of Section 2.1(f) above, a Third Party files a competing public offer at a price higher than the Offer (offre concurrente), and such competing offer (the “Third Party Offer”) is declared compliant (conforme) by the AMF; provided, however, that all of the undertakings of Shareholder under Section 2.1 above will immediately apply with full force, mutatis mutandis, in the event that Bidder or any Affiliate of Bidder makes an offer (surenchère) at a price higher by at least 2% or representing a significant improvement (amélioration significative) compared to the Third Party Offer and such offer of Bidder or any Affiliate of Bidder is declared compliant (conforme) by the AMF, in which case Shareholder shall comply with Section 2.1, and tender the Tendered Shares and any Additional Tendered Securities to such offer by Bidder or the applicable Affiliate of Bidder, as if the undertakings of Shareholder had never been void.
