Replacement Offer definition

Replacement Offer means any replacement offer referred to in Article XVIII;
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Replacement Offer means a legally binding written offer to purchase, which shall be irrevocable for at least five (5) business days after receipt by TCW, Trust and the Selling Shareholders of such Replacement Offer to TCW, Trust and the Selling Shareholders, all, but not less than all, of the Shares and Gross-Up Shares, to the extent then beneficially owned by the Selling Shareholders, from a potential purchaser that has the financial capacity to purchase such Shares and Gross-Up Shares and which offer (i) is not subject to any conditions other than the continued accuracy of TCW's, Trust's and the Selling Shareholders' representations and warranties herein and clearance under the HSR Act and (ii) provides for a purchase price for such Shares and Gross-Up Shares at least equal to the Purchase Price that would have been payable to the Selling Shareholders by Purchaser pursuant to Section 2(a) had a Closing occurred on the forty-fifth day after notice of such Replacement Offer is received by TCW, Trust and the Selling Shareholders.
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Examples of Replacement Offer in a sentence

  • EXPERIENCE! Appliance Replacement Offer When service is requested on an appliance, the homeowner may continue with the service request or participate in the Appliance Replacement Offer.

  • If the homeowner selects the Appliance Replacement Offer, no service fee is due.

  • If at the end of the Company Offer Period and the Warehouse Offer Period and the Replacement Offer Period as the case may be there are any Sale Shares not sold, these shall be offered by the Directors within seven days thereof to all the other Shareholders other than the Vendor pro rata.

  • If any Replacement Offer is not accepted prior to Closing, such Replacement Offer will remain open for a period of two (2) days after the Closing Date (the “Replacement Period”).

  • The Replacement Offer was also accompanied by a cover letter from Pease, dated September 25, 2007.

  • McPike’s modification was accepted by Plumeri on September 17, 2007.¶ 11 What followed was a Replacement Offer, dated September 25, 2007, that named Plumeri and Pease as “Purchaser.” The Replacement Offer was signed by Pease only and contained the same purchase price of $1,200,000.

  • This IP Agreement may be amended only by a written instrument signed by both parties hereto, except as specifically provided under Section 9.

  • On about 4 July 2018 AXL issued the Replacement Offer Specific Prospectus for the offer of the Bonds in a single series and tranche identified as Series A, Tranche 1.

  • The Offer Specific Prospectus was lodged with Australian Securities and Investments Commission ( ASIC) on about 26 June 2018, the Replacement Offer Specific Prospectus was lodged with ASIC on about 4 July 2018, and remained open for up to 13 months.

  • This is a Replacement Offer Information Statement dated 3 November 2016.

Related to Replacement Offer

  • Increment Offer means a type of Virtual Transaction that is an offer to sell energy at a specified location in the Day-ahead Energy Market. A cleared Increment Offer results in scheduled generation at the specified location in the Day-ahead Energy Market.

  • Replacement Facility means 1 of the following:

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Replacement Notice is defined in Section 4.11.

  • Offer means “proposals” in negotiation.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

  • Conditional Incremental Auction means an Incremental Auction conducted for a Delivery Year if and when necessary to secure commitments of additional capacity to address reliability criteria violations arising from the delay in a Backbone Transmission upgrade that was modeled in the Base Residual Auction for such Delivery Year.

  • Discount Range Prepayment Offer means the written offer by a Lender, substantially in the form of Exhibit K, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • First Offer Period has the meaning set forth in Section 13.5.

  • Replacement Date has the meaning set forth in Section 2.08(b).

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Solicited Discounted Prepayment Offer means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit O, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Grant Offer Letter means the letter the Authority issued to the Grant Recipient dated [ ], a copy of which is set out in Annex 1 Part A;

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).

  • Qualified Offer shall have the meaning set forth in Section 11(a)(ii) hereof.