Solicited Offer definition

Solicited Offer shall have the meaning set forth in Section 5.1.2.
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Solicited Offer. An "UNSOLICITED OFFER" means (i) any offer for a proposed Corporate Event received from another Major Shareholder in the absence of any act taken by any officer or Director of the Company with the intent of soliciting such offer, and (ii) any proposal or offer by the Company to such third Major Shareholder or from such third Major Shareholder for a proposed Corporate Event arising from negotiations that followed the receipt of an offer described in Section 7(b)(i). Any offer for a proposed Corporate Event that is not an Unsolicited Offer shall be deemed a Solicited Offer.
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Examples of Solicited Offer in a sentence

  • In the event that the Company proposes to accept or approve a Solicited Offer for the consummation of a Proposed Event on terms and conditions that are not substantially the same as the terms and conditions specified in the last Solicitation Notice, the Company agrees to provide Google with a new Solicitation Notice at least three (3) Business Days prior to accepting or approving such Solicited Offer, which includes the information set forth in Section 1.2(b)(i).

  • In the event the Company shall sell Notes to any purchaser of Notes during the period between the date on which the Company accepted a Solicited Offer from such purchaser under the terms and conditions of this Agreement and the Settlement Date (as defined in Section 4(b) hereof) and the Company shall default on its obligation to deliver the Notes to such purchaser, the Company shall be obligated to pay the Agent a commission for such Notes as set forth in Exhibit B hereto.

  • If the Company shall default in its obligations to deliver Notes to a purchaser whose Solicited Offer it has accepted, the Company shall (i) hold the Agents harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay to each Agent any commission to which it would be entitled in connection with such sale.

  • Subject to the terms and conditions stated in this Agreement, the Company hereby appoints each Agent as the agent of the Company for the purpose of offering and soliciting offers to purchase the Notes (any offer to purchase Notes solicited by an Agent being hereinafter referred to as a "Solicited Offer").

  • Upon acceptance by the Company of a Solicited Offer, the Agent responsible for such offer will make reasonable efforts to obtain performance by the prospective purchaser of Notes, but the Agent will have no liability to the Company if such purchase is not consummated for any reason.

  • In the event that the Company proposes to accept a Solicited Offer for the consummation of a Proposed Event on terms and conditions that are not at least as favorable as the terms and conditions specified in the last -10- 11 Solicitation Notice, the Company agrees to provide Intel with Solicitation Notice pursuant to Section 7(c)(i).

  • In the event that the Company proposes to accept a Solicited Offer for the consummation of a Proposed Event on non-price terms and conditions which are not substantially the same as the terms and conditions specified in the last Solicitation Notice, then, regardless of whether the proposed price is above or below 90% of the Proposed Selling Price in the last Solicitation Notice, the Company agrees to provide the Investor with a new Solicitation Notice pursuant to Section 5.3(a).

  • The rights of Intel under Sections 7(b) through 7(e) shall terminate on February 10, 2003; provided, however, that Intel's rights under such sections of this Section 7 shall remain in full force and effect with respect to any Corporate Event, Unsolicited Offer, Solicited Offer and Offered Event for which Intel has received, or been entitled to receive, notice from the Company prior to such date.

  • A Purchaser may exercise such purchase option and, thereby, purchase one-third of the Solicited Offered Shares, by notifying such Seller in writing before expiration of the Solicited Offer Exercise Period as to such Purchaser’s exercise of such purchase option.

  • In the event that the ------------------------------ Company proposes to accept a Solicited Offer for the consummation of a Proposed Event on terms and conditions that are not substantially the same as the terms and conditions specified in the last Solicitation Notice, the Company agrees to provide Intel with a new Solicitation Notice pursuant to Section 3.10(c)(i).