Replacement Offer definition

Replacement Offer means any replacement offer referred to in Article XVIII;
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.
Replacement Offer means any replacement offer referred to in Article XVI;

Examples of Replacement Offer in a sentence

  • 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”).

  • Any Replacement Offer will expire on the 60th Anniversary of the Reference Date.

  • Any Replacement Offer will expire on the 30th Anniversary of the Prior Agreement Reference Date.

  • If you use the Appliance Replacement Offer, you do not need to pay your Service Fee.

  • If NRN makes You a Replacement Offer, You may then choose to either accept or reject that Replacement Offer at your discretion, by notifying NRN within thirty (30) days of your receipt of the Replacement Offer.